2024 Annual Report
2025 Notice and Proxy Statement
Dow Jones Sustainability Indices
• 4 consecutive years on the North America Index
• 4 consecutive years on the World Index
CDP Climate A List
• 3 consecutive years on the A List
JUST Capital
• Ranked 6th overall on JUST 100; 4 consecutive
years on list
• Industry leader for 3 consecutive years
Ethisphere World’s Most Ethical Companies®
• 2 consecutive years
Fortune World’s Most Admired Companies*
• 13 consecutive years
Fortune Best Workplaces
for Manufacturing & Production*
• Ranked 5th overall
External Recognition & Rankings
To boldly challenge what’s possible
for a sustainable world.
*From Fortune. © 2025 Fortune Media IP Limited All rights reserved. Used under license. Fortune and Fortune Media IP Limited are not affiliated with,
and do not endorse products or services of Trane Technologies.
“World’s Most Ethical Companies” and “Ethisphere” names and marks are registered trademarks of Ethisphere LLC.
Trane Technologies / 2024 Annual Report
A Letter from Our Board of Directors
Dear Fellow Shareholders:
As the Trane Technologies Board of Directors, we are dedicated to ensuring the company’s purpose and strategy deliver long-term value for
shareholders as we create a more sustainable future.
We are pleased to share that Trane Technologies achieved another year of outstanding financial performance. In 2024, the company delivered
organic revenue growth of 12%*, adjusted earnings per share growth of 24%* and powerful free cash flow conversion. Since 2020, Trane
Technologies has achieved a compound annual revenue growth rate of 12%, and this year marks the fourth consecutive year of adjusted
earnings per share growth exceeding 20%.
This strong performance is powered by ongoing investment in innovation, consistent execution through the business operating system, and a
continuous focus on an uplifting, inclusive culture. The company’s strategy and portfolio align with long-term megatrends like decarbonization,
electrification and digital transformation, driving significant customer demand. Trane Technologies’ direct sales and service channels in
Commercial HVAC and our broad dealer network in other businesses help customers achieve a strong return on investment while reducing
energy use and emissions.
In 2024, Trane Technologies continued to make significant progress across the three pillars of our 2030 Sustainability Commitments:
• Gigaton Challenge: We launched 190 new products that help our customers reduce their carbon emissions. Since our 2019 baseline, we
have reduced 237 million metric tons of customers’ emissions toward our goal of reducing one gigaton of carbon by 2030.
• Leading by Example: Even as we grow, the company has reduced operational emissions by 44% since 2019, leveraging our own thermal
management systems and increasing use of renewable energy. We also expanded our 2030 commitments with a goal to reduce embodied
carbon in our products by 40%.
• Opportunity for All: Our investments in people and communities include a state-of-the-art training facility for HVAC service technicians
opening in 2025, a network of 900 Sustainability Ambassadors integrating sustainability into everyday work, and a Global Time of Service
event, which delivered nearly 5,000 hours of volunteer time in communities around the world.
Our profitable growth is driven by the pride, energy and optimism that Trane Technologies team members have in our purpose, as
demonstrated by our annual employee engagement score of 82, which ranks in the top quartile of external benchmarks.
We are proud of Trane Technologies’ strong financial performance and global leadership in sustainability. We invite you to review our 2024
Annual Report and 2025 Proxy Statement, along with additional sustainability reporting, for a comprehensive overview of our performance.
Sincerely,
The Board of Directors of Trane Technologies plc
(Left to Right) Melissa N. Schaeffer, John P. Surma, Matthew F. Pine, Ann C. Berzin, Mark R. George, Gary D. Forsee, Ana P. Assis,
David S. Regnery (Chair), Myles P. Lee, Kirk E. Arnold, April Miller Boise, Linda P. Hudson, and John A. Hayes
*
These are non-GAAP financial measures. Reconciliation of non-GAAP financial measures can be found on subsequent pages of our 2024 Annual Report.
Trane Technologies / 2024 Annual Report
2024 FINANCIAL PERFORMANCE
$20.3B
Bookings
+11% Organic Growth*
102% Book-to-Bill
109%
Free Cash Flow
Conversion*
12%
Organic Revenue
Growth*
39.6%
Cash Flow Return
on Invested
Capital (CROIC)*
+140 bps
Adjusted EBITDA
Margin Expansion*
$6.75B
Backlog
-3% vs. ‘23
+133% vs. ‘20
24%
Adjusted
Continuing EPS
Growth*
$2.6B
Balanced Capital
Deployment
[Includes Dividends, Share
Repurchases, Acquisitions,
and CapEx]
Revenue by Segment
Revenue
(growth %)
Adjusted Continuing
Earnings Per Share*
Adjusted EBITDA*
(margin %)
Cumulative Free
Cash Flow Since 2020*
Revenue by Stream
Asia
7%
Services
33%
Americas
80%
Equipment
67%
EMEA
13%
2020
2021
2022
2023
2024
$4.46
$6.09
$7.36
$9.04
$11.22
$1.7
$3.1
$4.7
$6.9
$9.7
2020
2021
2022
2023 2024
2020
2021
2022
2023
2024
2020
2021
2022
2023
2024
2024 Total Revenue
Consistent Track Record of Strong Financial Results
Revenue ($B)
EBITDA ($B)
Margin %
Cumulative FCF ($B)
Adjusted Continuing EPS
+12% CAGR
+400 bps
108% Average
+26% CAGR
$10
$4
$0.5
$1
15.4%
16.7%
16.8%
18.0%
19.4%
FCF as a % of Adj.
Net Earnings ’20-’24
Shareholder Returns
$386 / 286%
$197 / 97%
$176 / 76%
2019
2023
2021
2020
2024
2022
$400
$300
$200
$100
$19.8B
Trane Technologies
S&P 500
S&P 500
Industrials
Index
Index Value
$12.5
$16.0
$14.1
$17.7
$19.8
$3.8
$3.2
$2.7
$2.4
$1.9
286% 5-year Total Shareholder Return
• Approx. 3X the S&P 500
• Approx. 3.5X the S&P 500 Industrials Index
*
These are non-GAAP financial measures. Reconciliation of non-GAAP financial measures can be found on subsequent pages of our 2024 Annual Report.
Trane Technologies / 2024 Annual Report
Reconciliation of GAAP to Non-GAAP
ADJUSTED EBITDA
($ IN MILLIONS)
UNAUDITED
For the year ended
December 31, 2024
For the year ended
December 31, 2023
As Reported
Margin
As Reported
Margin
Total Company
Net revenues
$ 19,838.2
$ 17,677.6
Operating Income
$ 3,500.1
17.6%
$ 2,894.0
16.4%
Restructuring/Other
(13.3)
—%
(5.6)
(0.1%)
Adjusted Operating Income
$ 3,486.8
17.6%
$ 2,888.4
16.3%
Depreciation and Amortization(1)
379.4
1.9%
336.0
1.9%
Other Income/(Expense), net
(19.9)
(0.1%)
(40.0)
(0.2%)
Adjusted EBITDA
$ 3,846.3
19.4%
$ 3,184.4
18.0%
(1) Depreciation and amortization in 2023 excludes acquisition backlog amortization of $12.1 million, which has been accounted for in the Restructuring/Other line.
ADJUSTED EBITDA / NET EARNINGS RECONCILIATION
($ IN MILLIONS)
UNAUDITED
Year ended
December 31, 2024
Year ended
December 31, 2023
Total Company
Adjusted EBITDA
$ 3,846.3
$ 3,184.4
Less: items to reconcile adjusted EBITDA to net earnings attributable to Trane Technologies plc
Depreciation and Amortization(2)
(379.4)
(336.0)
Interest expense
(238.4)
(234.5)
Provision for income taxes
(627.6)
(498.4)
Restructuring
(5.1)
(15.1)
Transformation Costs
—
(4.7)
M&A transaction costs
(4.2)
(15.4)
Non-cash adjustments for contingent consideration
25.0
49.3
Acquisition inventory step-up and backlog amortization
—
(18.5)
Insurance settlements on property claims
—
10.0
Impairment of equity investment
—
(52.2)
Legacy legal liability
(2.4)
—
Discontinued operations, net of tax
(24.7)
(27.2)
Net earnings from continuing operations attributable to noncontrolling interests
(21.6)
(17.8)
Net earnings attributable to Trane Technologies plc
$ 2,567.9
$ 2,023.9
(2) Depreciation and amortization in 2023 excludes acquisition backlog amortization of $12.1 million which has been included in the acquisition inventory step-up and
backlog amortization line.
Trane Technologies / 2024 Annual Report
FREE CASH FLOW
($ IN MILLIONS)
UNAUDITED
Year ended
December 31, 2024
Year ended
December 31, 2023
Cash flow provided by continuing operating activities
$ 3,177.7
$ 2,426.8
Capital expenditures
(370.6)
(300.7)
Cash payments for restructuring
8.6
12.3
Legacy legal liability
2.7
—
Transformation costs paid
—
3.9
M&A transaction costs
1.7
18.9
Insurance settlements on property claims
—
(10.0)
Adjustment for Outperformance Incentive Program*
(31.1)
—
Free cash flow
$ 2,789.0
$ 2,151.2
Adjusted earnings from continuing operations attributable to Trane Technologies plc
$ 2,562.5
$ 2,084.6
Free cash flow conversion
109%
103%
*
The Company implemented a special three-year Outperformance Incentive Program during the year ended December 31, 2024 that provides additional incentive-based
cash compensation to eligible participants based primarily on the achievement of outsized revenue performance beyond what is achievable under the Company’s existing
short-term incentive programs. Performance is measured over three annual periods representing the years ended December 31, 2024, 2025 and 2026. Cash payments
related to performance achieved will be made in the quarter ended March 31, 2027. This adjustment represents amounts earned in the respective performance period
that will be paid during the quarter ended March 31, 2027 if the Company achieves specified revenue targets through the end of the performance period. No payouts
under the program are vested.
Trane Technologies / 2024 Annual Report
As Reported
Adjustments
As Adjusted
As Reported
Adjustments
As Adjusted
Net revenues
$ 19,838.2
$
—
$ 19,838.2
$ 17,677.6
$
—
$ 17,677.6
Operating income
3,500.1
(13.3)
(a,b,c,d)
3,486.8
2,894.0
(5.6)
(a,c,d,f,g,h)
2,888.4
Operating margin
17.6 %
17.6 %
16.4 %
16.3 %
Earnings from continuing operations
before income taxes
3,241.8
(13.3)
(a,b,c,d)
3,228.5
2,567.3
46.6
(a,c,d,f,g,h,i)
2,613.9
Provision for income taxes
(627.6)
(16.8) (e,k)
(644.4)
(498.4)
(13.1) (j,k)
(511.5)
Tax rate
19.4 %
20.0 %
19.4 %
19.6 %
Earnings from continuing operations
attributable to Trane Technologies plc
$ 2,592.6
$(30.1) (l)
$ 2,562.5
$ 2,051.1
$33.5 (l)
$ 2,084.6
Diluted earnings per common share
continuing operations
$
11.35
$
(0.13)
$
11.22
$
8.89
$
0.15
$
9.04
Diluted weighted average number of
common shares outstanding
228.4
—
228.4
230.7
—
230.7
Detail of Adjustments:
(a)
Restructuring costs (COGS &
SG&A)
$
5.1
$
15.1
(b)
Legacy legal liability (SG&A)
2.4
—
(c)
M&A transaction costs (SG&A)
4.2
15.4
(d)
Non-cash adjustments for
contingent consideration (SG&A)
(25.0)
(49.3)
(e)
U.S. discrete tax benefit
(12.9)
—
(f) Insurance settlement on property
claim (COGS)
—
(10.0)
(g) Transformation costs (SG&A)
—
4.7
(h) Acquisition inventory step-up and
backlog amortization (COGS &
SG&A)
—
18.5
(i) Impairment of equity investment
(OIOE)
—
52.2
(j) International discrete non-cash
tax benefit
—
(14.9)
(k) Tax impact of adjustments
(a,b,c,d,f,g,h)
(3.9)
1.8
(l) Impact of adjustments on earnings from continuing
operations attributable to Trane Technologies plc
$
(30.1)
$
33.5
Pre-tax impact of adjustments on cost of goods sold
$
(1.0)
$
9.6
Pre-tax impact of adjustments on selling &
administrative expenses
(12.3)
(15.2)
Pre-tax impact of adjustments on operating income
(13.3)
(5.6)
Pre-tax impact of adjustments on other, net
—
52.2
Pre-tax impact of adjustments on earnings from
continuing operations
$
(13.3)
$
46.6
RECONCILIATION OF GAAP TO NON-GAAP
($ IN MILLIONS, EXCEPT
PER SHARE AMOUNTS)
For the year ended December 31, 2024
For the year ended December 31, 2023
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.
Trane Technologies / 2024 Annual Report
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
Adjusted operating income in 2024 is defined as GAAP operating income adjusted for restructuring costs, a non-cash adjustment for
contingent consideration, merger and acquisition transaction costs, and legacy legal liability. Adjusted operating income in 2023 is defined as
GAAP operating income adjusted for restructuring costs, transformation costs, a non-cash adjustment for contingent consideration, merger
and acquisition transaction costs, and an insurance settlement on a property claim.
Adjusted operating 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 2024 is defined as
GAAP earnings from continuing operations attributable to Trane Technologies plc adjusted for net of tax impacts of restructuring costs, a non-
cash adjustment for contingent consideration, merger and acquisition transaction costs, legacy legal liability, and a U.S. discrete tax benefit.
Adjusted net earnings in 2023 is defined as GAAP earnings from continuing operations attributable to Trane Technologies plc adjusted for an
impairment of an equity investment and the net of tax impacts of restructuring costs, transformation costs, merger and acquisition transaction
costs, a non-cash adjustment for contingent consideration, an insurance settlement on a property claim and a Brazil valuation allowance.
Adjusted continuing EPS in 2024 is defined as GAAP continuing EPS adjusted for net of tax impacts of restructuring costs, a non-cash
adjustment for contingent consideration, merger and acquisition transaction costs, legacy legal liability, and a U.S. discrete tax benefit.
Adjusted continuing EPS in 2023 is defined as GAAP continuing EPS adjusted for an impairment of an equity investment and the net of tax
impacts of restructuring costs, transformation costs, merger and acquisition transaction costs, a non-cash adjustment for contingent
consideration, an insurance settlement on a property claim and a Brazil valuation allowance.
Adjusted EBITDA in 2024 is defined as adjusted operating income adjusted to exclude depreciation and amortization expense and include
other income / (expense), net. Adjusted EBITDA in 2023 is defined as adjusted operating income adjusted for depreciation and amortization
expense, and other income / (expense), net, and an impairment of an equity investment. Other income / (expense), net mainly comprises
interest income, foreign currency exchange gains and losses and certain components of pension and postretirement benefit costs.
Adjusted EBITDA margin is defined as the ratio of adjusted EBITDA divided by net revenues.
Adjusted effective tax rate for 2024 is defined as the ratio of income tax expense adjusted for a U.S. discrete tax benefit and the net tax
effect of adjustments for restructuring costs, a non-cash adjustment for contingent consideration, merger and acquisition transaction costs,
and legacy legal liability divided by adjusted net earnings. Adjusted effective tax rate for 2023 is defined as the ratio of income tax expense
adjusted for the net tax effect of adjustments restructuring costs, transformation costs, merger and acquisition transaction costs, a non-cash
adjustment for contingent consideration, an insurance settlement on a property claim and a Brazil valuation allowance divided by adjusted net
earnings. This measure allows for a direct comparison of the effective tax rate between periods.
Free cash flow in 2024 is defined as net cash provided by continuing operating activities adjusted for capital expenditures, cash payments for
restructuring costs, legacy legal liability, and merger and acquisition transaction costs less an adjustment for a special three-year
Outperformance Incentive Program. Free cash flow in 2023 is defined as net cash provided by continuing operating activities adjusted for
capital expenditures, cash payments for restructuring costs, transformation costs and merger and acquisition transaction costs, and an
insurance settlement on a property claim.
Free cash flow conversion is defined as the ratio of free cash flow divided by adjusted net earnings.
Organic revenue is defined as GAAP net revenues adjusted for the impact of currency, acquisitions and divestitures.
Organic bookings is defined as reported orders in the current period adjusted for the impact of currency, acquisitions and divestitures.
Cash Flow Return on Invested Capital (CROIC) is defined as Free Cash Flow divided by gross fixed assets (Property, Plant & Equipment)
plus Working Capital (Accounts and Notes Receivable plus Inventory less Accounts and Notes Payable). CROIC is subject to adjustments for
unusual, infrequent, and nonrecurring items.
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.
Trane Technologies / 2024 Annual Report
2025
Notice and
Proxy Statement
Notice of 2025 Annual General Meeting
of Shareholders
Voting Items
Date and Time
June 5, 2025 (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 10, 2025 are entitled to
receive notice of and to vote at the Annual
General Meeting.
Proposals To Be Voted
Board Vote
Recommendation
For Further
Details
1.
To elect 12 directors for a period of one year
FOR each director
nominee
Page 10
2.
To give advisory approval of the compensation
of the Company’s Named Executive Officers
FOR
Page 20
3.
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
FOR
Page 20
4.
To renew the existing authority of the directors
of the Company to issue shares
FOR
Page 22
5.
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)
FOR
Page 23
6.
To determine the price range at which the
Company can reallot shares that it holds as
treasury shares (Special Resolution)
FOR
Page 24
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
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.
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 of 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 5, 2025.
The Annual Report and Proxy Statement are available at www.proxyvote.com.
The Notice of Internet Availability of Proxy Materials or this Notice of 2025 Annual General
Meeting of Shareholders, the Proxy Statement and the Annual Report are first being
mailed to shareholders on or about April 24, 2025.
2026 Annual Meeting
Deadline for shareholder proposals for inclusion in the Proxy Statement:
December 25, 2025
Deadline for business proposals and nominations for director:
March 7, 2026
2025 Proxy Statement
1
Table of Contents
Notice of 2025 Annual General Meeting
of Shareholders
1
Proxy Voting Roadmap
3
Proposals Requiring Your Vote
10
Item 1. Election of Directors
10
Item 2. Advisory Approval of the Compensation of Our
Named Executive Officers
20
Item 3. Approval of Appointment of
Independent Auditors
20
Item 4. Renewal of the Directors’ Existing Authority to
Issue Shares
22
Item 5. Renewal of the Directors’ Existing Authority to
Issue Shares for Cash Without First Offering Shares to
Existing Shareholders
23
Item 6. Determine the Price at which the Company Can
Reallot Shares Held as Treasury Shares
24
Corporate Governance
25
Corporate Governance Guidelines
25
Role of the Board of Directors
25
Board Responsibilities
25
Board Leadership Structure
25
Board Risk Oversight
27
Director Compensation and Share Ownership
29
Board Committees
29
Board Composition
29
Board Advisors
29
Executive Sessions
29
Board and Board Committee Performance Evaluation
29
Director Orientation and Education
30
Director Retirement
30
Director Independence
30
Communications with Directors
30
Management Succession Planning
30
Code of Conduct
31
Anti-Hedging Policy and Other Restrictions
31
Investor Outreach
31
Sustainability
31
Committees of the Board and Attendance
32
Human Resources and Compensation Committee
Interlocks and Insider Participation
36
Compensation of Directors
37
Director Compensation
37
Share Ownership Requirement
38
2024 Director Compensation
38
Compensation Discussion and Analysis
40
I. Executive Summary
40
II. Compensation Philosophy and Design Principles
44
III. Analysis to Support the Determination of Target Total
Direct Compensation
45
IV. Role of the Human Resources and Compensation
Committee, Independent Advisor and Committee Actions
46
V. Compensation Program Descriptions and
Compensation Decisions
47
VI. Other Compensation and Tax Matters
54
Human Resources and Compensation
Committee Report
58
Executive Compensation
59
Summary Compensation Table
59
2024 Grants of Plan-Based Awards
61
Outstanding Equity Awards at December 31, 2024
63
2024 Option Exercises and Stock Vested
64
2024 Pension Benefits
64
2024 Nonqualified Deferred Compensation
66
Post-Employment Benefits
67
2024 Post-Employment Benefits Table
70
CEO Pay Ratio
71
Pay Versus Performance
72
Equity Compensation Plan Information
75
Information Concerning Voting and Solicitation
76
Security Ownership of Certain Beneficial Owners
and Management
79
Certain Relationships and Related
Person Transactions
81
Shareholder Proposals and Nominations
82
Householding
83
Appendix A
84
2
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
• 11 out of 12 Director nominees are independent.
• 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 10 for further
information
Director Nominees
Director
since
Trane Technologies
Committees
Name/Occupation
Age
Independent
Other Current Public Boards
A
H
S
F
T
E
Kirk E. Arnold
Advisor to General Catalyst
Former Chief Executive Officer, Data Intensity
65
2018
YES
•
Ingersoll Rand Inc.
•
Thomson Reuters
C M
M M
Ana P. Assis
Senior Vice President, EMEA and Growth Markets of IBM in
Europe, the Middle East, and Africa (EMEA)
50
2023
YES
M M
M
Ann C. Berzin
Former Chairman and CEO of Financial Guaranty
Insurance Company
73
2001
YES
M
M
April Miller Boise
Executive Vice President and Chief Legal Officer of
Intel Corporation
56
2020
YES
M C
M
Mark R. George
President and Chief Executive Officer of Norfolk Southern
Corporation
58
2022
YES
•
Norfolk Southern Corporation
M
M
John A. Hayes
Former Chairman and President and CEO of Ball Corporation
59
2023
YES
M M
Linda P. Hudson
Founder and Former Chairman and CEO of The Cardea
Group and Former President and CEO of BAE Systems, Inc.
74
2015
YES
•
Bank of America
M M
C
Myles P. Lee
Former Director and CEO of CRH plc
71
2015
YES
M
C
M
Matthew F. Pine
President and CEO of Xylem Inc.
53
2025
YES
•
Xylem, Inc.
David S. Regnery
Chair and Chief Executive Officer
62
2021
NO
•
L3Harris Technologies, Inc.
C
Melissa N. Schaeffer
Executive Vice President and Chief Financial Officer of
Air Products and Chemicals, Inc.
45
2022
YES
M
M
John P. Surma
Former Chairman and CEO of United States
Steel Corporation
70
2013
YES
•
Marathon Petroleum Corporation
•
MPLX LP (a publicly traded
subsidiary of Marathon
Petroleum Corporation)
•
Public Service Enterprise Group
C
M
M
A
Audit Committee
H
Human Resources and
Compensation Committee
S
Sustainability, Corporate Governance and
Nominating Committee
C
Chair
F
Finance Committee
T
Technology and Innovation Committee
E
Executive Committee
M
Member
2025 Proxy Statement
3
1
Board Composition
One of the three pillars of our 2030 Sustainability Commitments is Opportunity for All. Creating opportunity for all helps us drive innovation,
attract and retain talent to our growing company and industry, and meet the needs of our global customer base. Oversight of our talent
strategy begins with our Board of Directors. Our Human Resources and Compensation Committee regularly reviews human capital
management matters.
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 global in nature. The Board of Directors is nominating six women directors (Ms.
Arnold, Ms. Assis, Ms. Berzin, Ms. Miller Boise, Ms. Hudson and Ms. Schaeffer), one Black director (Ms. Miller Boise) and two international
directors (Ms. Assis and Mr. Lee) out of a total of 12 director nominees. The tenure and experience of our directors is varied, which brings
different perspectives to our Board functionality. The profile of the director nominees as a group is illustrated below:
GENDER
RACE AND ETHNICITY
NATIONALITY
BOARD SIZE AND
INDEPENDENCE
11 out of 12 Director
Nominees are
Independent
PROXY VOTING ROADMAP
4
17%
International
Representation
8%
Racially and Ethnically
Diverse Directors
50%
Female Directors
BOARD SKILLS AND EXPERIENCE
Financial Expert
Knowledgeable of generally accepted
accounting principles and experience in
preparing, analyzing, and evaluating
financial statements
Finance/Capital Allocation
Experience with financing, capital markets,
and capital allocation strategy
Global Experience
Experience in businesses and cultures
through living or working in, or oversight of,
foreign jurisdictions
Technology/Engineering
Developing new technologies or
engineering innovations
Services
Knowledge and experience in service
based industries
Human Resources/Compensation
Experience developing and implementing
strategies to attract & retain talent
IT/Cybersecurity/Data Management/Digital
Understanding modern IT/Cybersecurity
landscape, and risks appurtenant to
electronic data management
Risk Management/Mitigation
In-depth knowledge and experience with
risk management and mitigation strategies
ESG/Sustainability
Experience in developing and
implementing Environmental, Social, and
Governance (“ESG”) matters or other
sustainability initiatives
Chair/CEO/Business Head
Senior leadership experience on matters
relating to corporate governance,
management, operations, and strategy
Industrial/Manufacturing
Knowledge and experience in industrial or
manufacturing sectors
Academia/Education
Experience educating at a collegiate-level
academic institution or leading/
administrating an educational institution
Government/Public Policy
Insight and Experience on matters relating
to Government and Regulatory Affairs
PROXY VOTING ROADMAP
2025 Proxy Statement
5
Schaeffer
Surma
George
Pine
Hayes
Hudson
Lee
Regnery
Miller Boise
Berzin
Assis
Arnold
SKILLS
EXPERIENCE
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 to ensure that the Board has the requisite expertise and that its membership consists of
individuals with sufficiently diverse and independent backgrounds.
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 eight years. 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,
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 (11 of 12)
• 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 Chief Executive Officer
• Annual Board and committee self-assessments
• Executive sessions of non-management directors
• Continuing director education
• Meaningful executive and director stock ownership guidelines
• Board oversight of enterprise-wide sustainability program
and strategy
PROXY VOTING ROADMAP
6
ITEM
Advisory Approval of the Compensation of
Our Named Executive Officers
• 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 87% in favor of the Company’s Advisory Approval of the
Compensation of our Named Executive Officers (“NEOs”) at our 2024 Annual
General Meeting.
The Board of Directors
recommends a vote FOR
this item.
See page 20 for further
information
Executive Compensation Highlights
The Human Resources and Compensation Committee (the “HRCC”) 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)
shareholder alignment
(v)
internal parity
(ii) pay for performance
(iv)
mix of short and long-term incentives
(vi)
market competitiveness
Executive Compensation Program Overview
The HRCC 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 HRCC places significant emphasis on variable compensation (AIM and LTI) so that a
substantial percentage of the five Named Executive Officers’ (“NEOs”) 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 achievement toward the Company’s sustainability goals, which are all approved by the HRCC. 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 total shareholder return (“TSR”) relative to companies in the Standard & Poor’s
(“S&P”) 500 Industrials Index. In 2024, greater than 91% of our Chair and Chief Executive Officer’s TDC was performance-based and 82% of
our other NEOs’ average TDC was performance-based compensation.
PROXY VOTING ROADMAP
2025 Proxy Statement
7
2
2024 Executive Compensation
The table below shows the 2024 compensation for our Chief Executive Officer (“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 on page 59 for further information.
Summary Compensation Table - 2024
Name and
Principal Position
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
D. S. Regnery
Chair and Chief
Executive Officer
1,456,250
— 11,066,231 3,200,068
4,867,500
6,923,052
700,686 28,213,787
C. J. Kuehn
Executive Vice President
and Chief Financial Officer
899,185
— 3,025,879 875,068
1,800,000
523,725
206,262 7,330,119
D. E. Simmons
Group President, Americas
699,185
— 1,512,939 437,534
1,190,000
842,860
155,563 4,838,081
P. A. Camuti
Executive Vice President
and Chief Technology
and Sustainability Officer
692,500
— 1,297,072 375,007
1,148,469
1,063,929
158,491 4,735,468
E. M. Turtz
Senior Vice President
and General Counsel
630,000
— 1,210,767 350,073
851,218
373,962
120,066 3,536,086
See the “Compensation Discussion and Analysis” section for more information about our Committee’s executive compensation principles, the
programs the Committee has adopted and the decisions the Committee made regarding 2024 compensation.
PROXY VOTING ROADMAP
8
ITEM
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.
The Board of Directors
recommends a vote FOR
this item.
See page 20 for further
information
ITEM
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.
The Board of Directors
recommends a vote FOR
this item.
See page 22 for further
information
ITEM
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.
The Board of Directors
recommends a vote FOR
this item.
See page 23 for further
information
ITEM
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.
The Board of Directors
recommends a vote FOR
this item.
See page 24 for further
information
PROXY VOTING ROADMAP
2025 Proxy Statement
9
3
4
5
6
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 as of April 10, 2025 (the “Record Date”) on or about April 24, 2025.
ITEM
Election of Directors
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 2025 Annual General
Meeting of Shareholders to be held on June 5, 2025 (the “Annual General
Meeting”) and expiring at the end of the 2026 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. Director Gary Forsee is retiring at the 2025
Annual General Meeting due to reaching retirement age in accordance with
our Corporate Governance Guidelines, which provide for the retirement of
directors after reaching the age of 75.
The Board of Directors
recommends a
vote FOR the directors
nominated for election
listed below.
Nominees for Director
Kirk E. Arnold
Independent Director
Age 65
Director since 2018
Committees
Human Resources and
Compensation (Chair)
Sustainability, Corporate
Governance and Nominating
Technology and
Innovation Executive
Principal Occupation
• Advisor to General Catalyst, a venture capital firm backing entrepreneurs, and its portfolio companies
from September 2018 to Present.
• Chief Executive Officer of Data Intensity from 2013 to 2017.
Current Public Directorships
• Ingersoll Rand Inc. (IR)
• Thomson Reuters (TRI)
Public Directorships Held in the Past Five Years
• Epiphany Technology Acquisition Corp
Other Activities
• Director of The Predictive Index
• Director of HousecallPro
• Former Director of Baypath University
• Former Director of UP Education Network
Skills and Experience
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.
10
1
Global
Experience
Services
IT/Cybersecurity/Data
Management/Digital
Chair/CEO/
Business Head
Technology/
Engineering
Human Resources/
Compensation
Risk Management/
Mitigation
Academia/
Education
Ana P. Assis
Independent Director
Age 50
Director since 2023
Committees
Human Resources and
Compensation
Sustainability, Corporate
Governance and Nominating
Technology and Innovation
Principal Occupation
• Senior Vice President, EMEA and Growth Markets (January 2024 to Present) of IBM in Europe, the
Middle East and Africa (EMEA)
• Chair (from January 2023 to January 2024) and General Manager (from 2022 to 2024) of IBM
in EMEA.
• General Manager, Client Transition Leader, IBM (from October 2020 to December 2021)
• General Manager, Latin America, IBM (July 2017 to November 2020)
Current Public Directorships
• None
Public Directorships Held in the Past Five Years
• None
Other Activities
• Former Director, Junior Achievement Americas
Skills and Experience
Nominee Highlights
Ms. Assis brings more than 25 years of global leadership experience in the information technology
and solutions industry. She is a recognized thought leader in areas including artificial intelligence and
data responsibility. In her role as Senior Vice President, EMEA and Growth Markets of IBM in Europe,
the Middle East and Africa (EMEA) she leads IBM’s business operations in EMEA, driving revenue
growth, client satisfaction and employee engagement in a region with more than 100 countries. She
also guides IBM’s relationship with the European Union, and has overall responsibly for market
development for the company’s growth markets, including Saudi Arabia, Indonesia, Mexico, UAE,
and India.
Ann C. Berzin
Independent Director
Age 73
Director since 2001
Committees
Audit
Finance
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.
Current Public Directorships
• None
Public Directorships Held in the Past Five Years
• Exelon Corporation (EXC)
Other Activities
• Member of University of Chicago College
Advisory Council
Skills and Experience
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 have provided deep understanding of trends in the energy sector, which presents
ongoing opportunities and challenges for the Company.
PROPOSALS REQUIRING YOUR VOTE
2025 Proxy Statement
11
Global Experience
Services
IT/Cybersecurity/Data
Management/Digital
Technology/Engineering
Human Resources/
Compensation
Chair/CEO/Business Head
Financial Expert
Global Experience
Chair/CEO/Business Head
Finance/Capital
Allocation
Risk Management/
Mitigation
April Miller Boise
Independent Director
Age 56
Director since 2020
Committees
Executive
Human Resources and
Compensation
Sustainability, Corporate
Governance and
Nominating (Chair)
Principal Occupation
• Executive Vice President and Chief Legal Officer of Intel Corporation from July 2022 to Present.
• Executive Vice President and Chief Legal Officer of Eaton Corporation plc from January 2020 to
June 2022.
• Senior Vice President, General Counsel / Chief Legal Officer of Meritor, Inc. from August 2016 to
December 2019.
Current Public Directorships
• None
Public Directorships Held in the Past Five Years
• None
Other Activities
• Trustee, George W. Codrington
Charitable Foundation
• Director, City Club of Cleveland
• Director, Rock N Roll Hall of Fame
• Former Trustee, Cleveland Clinic
• Former Trustee, Assembly for the Arts
• Former Trustee, College Now
Greater Cleveland
Skills and Experience
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 semiconductors, automotive,
electrical products and services and commercial transportation brings relevant insight regarding the
manufacturing industry and dynamic end markets around the world.
PROPOSALS REQUIRING YOUR VOTE
12
Global
Experience
IT/Cybersecurity/Data
Management/Digital
ESG/
Sustainability
Government/
Public Policy
Human Resources/
Compensation
Risk Management/
Mitigation
Industrial/
Manufacturing
Mark R. George
Independent Director
Age 58
Director since 2022
Committees
Audit
Finance
Principal Occupation
• President and Chief Executive Officer of Norfolk Southern Corporation from September 2024
to Present.
• Executive Vice President and Chief Financial Officer of Norfolk Southern Corporation from 2019
to 2024.
• Vice President and Chief Financial Officer of Carrier Global Corporation (a United Technologies
Corporation business) from 2008 through 2015 and again in 2019.
• Vice President and Chief Financial Officer of Otis Worldwide Corporation (a United Technologies
Corporation business) from 2015 to 2019.
Current Public Directorships
• Norfolk Southern Corporation (NSC)
Public Directorships Held in the Past Five Years
• None
Other Activities
•
Director, Junior Achievement of Georgia
Skills and Experience
Nominee Highlights
Mr. George brings more than 30 years of diverse and international financial management and
leadership experience to our Company. He has deep experience in corporate strategy, business
development including M&A and joint venture partnerships, board of director interactions, as well
as investor relations. During his tenure with Raytheon Technologies Corporation, formerly United
Technologies Corporation (“UTC”), Mr. George held positions of increasing responsibility in finance,
treasury, planning and analysis, and information technology for several of UTC’s former businesses
in the United States and Asia, including as vice president finance and chief financial officer at Otis
Worldwide Corporation and Carrier Global Corporation. The Company has benefited from
Mr. George’s industry and global insights, which contribute to the Company's achieving continued
financial success, meeting our business goals, and furthering our sustainable climate initiatives.
PROPOSALS REQUIRING YOUR VOTE
2025 Proxy Statement
13
Financial
Expert
Global
Experience
Human Resources/
Compensation
Risk Management/
Mitigation
Finance/Capital
Allocation
Services
IT/Cybersecurity/Data
Management/Digital
ESG/Sustainability
Industrial/
Manufacturing
Chair/CEO/
Business Head
John A. Hayes
Independent Director
Age 59
Director since 2023
Committees
Human Resources and
Compensation
Sustainability, Corporate
Governance and Nominating
Principal Occupation
• Former Chairman (from 2013 to April 2023) and Chief Executive Officer (from 2011 to 2022) of
Ball Corporation.
Current Public Directorships
• None
Public Directorships Held in the Past Five Years
• Ball Corporation (BALL)
Other Activities
• Director, Kohler Co.
• Director, Veritiv Corporation
• Operating Advisor, Clayton, Dubilier & Rice
• Chair, WilsonArt
• Chair, Holderness School Board of Trustees
Skills and Experience
Nominee Highlights
Mr. Hayes brings more than 30 years of leadership experience in global, industrial markets. During his
tenure as Chief Executive Officer of Ball Corporation, Mr. Hayes led multiple acquisitions and strategic
transactions as the corporation’s revenues doubled and its market capitalization increased sixfold. The
Company benefits from Mr. Hayes’s significant experience leading a global corporation.
PROPOSALS REQUIRING YOUR VOTE
14
Financial
Expert
Global
Experience
ESG/
Sustainability
Industrial/
Manufacturing
Finance/Capital
Allocation
Human Resources/
Compensation
Chair/CEO/
Business Head
Linda P. Hudson
Independent Director
Age 74
Director since 2015
Committees
Human Resources
and Compensation
Sustainability, Corporate
Governance and Nominating
Technology and
Innovation (Chair)
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 to 2014.
Current Directorships
• Bank of America Corporation (BAC)
Public Directorships Held in the Past Five Years
• TPI Composites, Inc. (TPIC)
Other Activities
• Director, University of Florida Foundation Inc.
• Director, University of Florida Engineering
Leadership Institute
•
Director, University of Florida Boosters
Skills and Experience
Nominee Highlights
Ms. Hudson’s prior role as President and Chief Executive Officer 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 Chief
Executive Officer 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.
PROPOSALS REQUIRING YOUR VOTE
2025 Proxy Statement
15
Financial
Expert
Technology/
Engineering
IT/Cybersecurity/Data
Management/Digital
ESG/
Sustainability
Global
Experience
Human Resources/
Compensation
Risk Management/
Mitigation
Chair/CEO/
Business Head
Industrial/
Manufacturing
Myles P. Lee
Independent Director
Age 71
Director since 2015
Committees
Audit
Finance (Chair)
Executive
Principal Occupation
• Director (from 2003 to 2013) and Chief Executive Officer (from 2009 to 2013) of CRH plc.
Current Public Directorships
• None
Public Directorships Held in the Past Five Years
• Babcock International Group plc
• UDG Healthcare plc
Other Activities
• Director, PIMCO Global Advisors
(Ireland) Limited
• Director, PIMCO Funds: Global Investors
Series plc
• Director, PIMCO Select Funds plc
• Director, PIMCO Fixed Income Source
ETFs plc
• Director, PIMCO Funds Ireland plc
• Director, PIMCO Specialty Funds Ireland plc
Skills and Experience
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.
PROPOSALS REQUIRING YOUR VOTE
16
Financial Expert
Global
Experience
Chair/CEO/
Business Head
Finance/Capital
Allocation
Risk Management/
Mitigation
Industrial/
Manufacturing
Matthew F. Pine
Independent Director
Age 53
Director since 2025
Committees
None
Principal Occupation
• President and CEO of Xylem Inc. (2024 to present)
• Senior Vice President, Chief Operating Officer of Xylem Inc. (2023-2024)
• Senior Vice President, President, Applied Water, Measurement & Control Solutions, Americas Region
of Xylem Inc. (2022-2023)
• Senior Vice President, President, Applied Water and Americas Region of Xylem Inc. (2020-2022)
Current Public Directorships
• Xylem Inc. (XYL)
Public Directorships Held in the Past Five Years
• None
Other Activities
• Member, Alliance of CEO Climate Leaders for
the World Economic Forum
• Member, the Business Roundtable
Skills and Experience
Nominee Highlights
Mr. Pine brings to our Board valuable global leadership experience, and expertise in sales and
marketing, business operations, supply chain, product management, innovation, technology, digital
transformation and risk management, as well as extensive knowledge of the water industry and other
relevant industries. He also brings deep experience leading and executing complex strategic
transactions, including acquisitions and joint ventures.
David S. Regnery
Chair and Chief Executive
Officer
Age 62
Director since 2021
Committees
Executive (Chair)
Principal Occupation
•
Chair of the Board of Directors since January 1, 2022.
•
Chief Executive Officer of the Company since July 1, 2021.
•
President and Chief Operating Officer of the Company from 2020 to July 2021.
Current Public Directorships
• L3Harris Technologies, Inc. (LHX)
Public Directorships Held in the Past Five Years
• None
Other Activities
• Member, Alliance of CEO Climate Leaders for
the World Economic Forum
Skills and Experience
Nominee Highlights
Mr. Regnery has been with the Company for his entire career. He was appointed Chief Executive
Officer 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 reportable 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.
PROPOSALS REQUIRING YOUR VOTE
2025 Proxy Statement
17
Financial
Expert
Global Experience
Risk Management/
Mitigation
Chair/CEO/
Business Head
Finance/Capital
Allocation
Services
ESG/Sustainability
Industrial/
Manufacturing
Finance/Capital
Allocation
Global
Experience
Technology/
Engineering
Risk Management/
Mitigation
ESG/Sustainability
Chair/CEO/
Business Head
Industrial/
Manufacturing
Melissa N. Schaeffer
Independent Director
Age 45
Director since 2022
Committees
Audit
Finance
Principal Occupation
• Executive Vice President and Chief Financial Officer of Air Products and Chemicals, Inc. (2024
to present).
• Senior Vice President and Chief Financial Officer of Air Products and Chemicals, Inc. (2021 to 2024).
• Senior Vice President, Finance and Global Engineering, Americas, Middle East & India (2020 to 2021).
• Vice President and Chief Audit Executive (2016 to 2020) of Air Products and Chemicals, Inc.
Current Public Directorships
• None
Public Directorships Held in the Past Five Years
• None
Other Activities
• None
Skills and Experience
Nominee Highlights
Ms. Schaeffer has been a finance leader in the industrial sector for more than 20 years. She has deep
international, M&A, investor relations, project financing, and audit/risk management experience. Over
her career, she has held positions in global finance, investor relations, project finance, compliance,
accounting and risk management. In her current role, she is responsible for controller, accounting,
treasury, tax, audit, investor relations and shared business functions. Ms. Schaeffer’s leadership skills
and international business experience are of great value for the Company’s global financial, risk
management and sustainability strategies.
PROPOSALS REQUIRING YOUR VOTE
18
Financial Expert
Global Experience
ESG/Sustainability
Finance/Capital
Allocation
Risk Management/
Mitigation
Industrial/
Manufacturing
John P. Surma
Independent Director
Age 70
Director since 2013
Committees
Audit (Chair)
Finance
Executive
Principal Occupation
• Former Chairman (from 2006 to 2013) and Chief Executive Officer (from 2004 to 2013) of United
States Steel Corporation (a steel manufacturing company).
Current Public Directorships
•
Marathon Petroleum Corporation (MPC)
•
MPLX LP (a publicly traded subsidiary of
Marathon Petroleum Corporation)* (MPLX)
•
Public Service Enterprise Group (PEG)
Public Directorships Held in the Past Five Years
• None
* 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
•
Chair and Director, University of Pittsburgh
Medical Center
•
Trustee, University of Pittsburgh Board
of Trustees
•
Former Director and Chair, Federal Reserve Bank
of Cleveland
•
Former Director and Former Chair, National
Safety Council
•
Member Emeritus and Former Chair, Allegheny
Conference on Community Development
Skills and Experience
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.
Subject to his re-election, Mr. Surma will be appointed as the Company’s Lead Independent Director
effective as of the Annual General Meeting, succeeding Mr. Forsee who will retire from the Board at
that time.
PROPOSALS REQUIRING YOUR VOTE
2025 Proxy Statement
19
Financial
Expert
Global
Experience
Risk Management/
Mitigation
Chair/CEO/
Business Head
Finance/Capital
Allocation
Services
ESG/Sustainability
Industrial/
Manufacturing
Government/
Public Policy
Human Resources/
Compensation
Academia/
Education
ITEM
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 this proposal, the final vote will not be binding on
us and is advisory in nature. At our 2024 Annual General Meeting, shareholders voted 87% in favor of the Company’s Advisory Approval of the
Compensation of the Company’s NEOs. The Board of Directors has determined, consistent with the shareholders’ vote on the matter in 2023,
to hold an advisory vote regarding the compensation of our named executive officers every year until the next vote on the frequency of such
advisory votes, which is currently expected to occur at the 2029 Annual Meeting of shareholders.
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) shareholder alignment
(v)
internal parity
(ii)
pay for performance
(iv) mix of short and long-term incentives
(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.
ITEM
Approval of Appointment of
Independent Auditors
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 external 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 Chair 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, 2025 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.
PROPOSALS REQUIRING YOUR VOTE
20
2
3
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 applicable requirements of the PCAOB and the Securities and Exchange Commission (“SEC”).
In addition, the Audit Committee has received and reviewed the written disclosures and the letter from PwC required by applicable
requirements of 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, 2024 (“2024 Form 10-K”), for filing with 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, 2025.
AUDIT COMMITTEE
John P. Surma (Chair)
Ann C. Berzin
Mark R. George
Myles P. Lee
Melissa N. Schaeffer
PROPOSALS REQUIRING YOUR VOTE
2025 Proxy Statement
21
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, 2024 and 2023:
2024
($)
2023
($)
Audit Fees(a)
11,325,000
10,790,000
Audit-Related Fees(b)
871,000
377,000
Tax Fees(c)
1,305,000
2,070,000
All Other Fees(d)
8,000
18,000
Total
13,509,000
13,255,000
(a)
Audit Fees for the fiscal years ended December 31, 2024 and 2023, 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 year ended December 31, 2024 consist of assurance services that are related to performing the audit and review of certain financial
statements including employee benefit plan audits, Service Organization Control 2 ("SOC 2") readiness pre-assessment and attestation reporting, and Corporate
Sustainability Reporting Directive ("CSRD") readiness procedures. Audit-Related Fees for the fiscal year ended December 31, 2023 consist of assurance services that are
related to performing the audit and review of certain financial statements including employee benefit plan audits and Service Organization Control 2 ("SOC 2") readiness
pre-assessment and attestation reporting.
(c)
Tax Fees for the fiscal years ended December 31, 2024 and 2023, respectively, include consulting and compliance services in the U.S. and non-U.S. locations.
(d)
All Other Fees for the fiscal years ended December 31, 2024 and 2023 include 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
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 2024 Annual General Meeting on June 6, 2024 for a period of 18 months. Because this share authorization period will expire in
December 2025, 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 20% of our issued ordinary share capital as of April 10, 2025 (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 New York Stock Exchange (“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.
PROPOSALS REQUIRING YOUR VOTE
22
4
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 $49,534,288 (49,534,288 shares) (being equivalent to approximately 20% of the aggregate nominal value of the issued
ordinary share capital of the Company as of April 10, 2025 (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
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 2024 Annual General Meeting on June 6,
2024 for a period of 18 months. Because this share authorization period will expire in December 2025, 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 20% of our issued ordinary share capital as of April 10, 2025 (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
PROPOSALS REQUIRING YOUR VOTE
2025 Proxy Statement
23
5
b.
the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of
$49,534,288 (49,534,288 shares) (being equivalent to approximately 20% of the aggregate nominal value of the issued ordinary share
capital of the Company as of April 10, 2025 (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
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 reallot
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 reallot 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 reallotted. Under Irish law, this authorization expires 18 months after its passing unless renewed.
Granting the Board of Directors this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish
market practice.
The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may
be reallotted 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 reallotment 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 reallotted shall be an amount equal to 120% of the “market price”; and
b.
the minimum price at which a treasury share may be reallotted 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 reallotted.
FURTHER, that this authority to reallot 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.”
PROPOSALS REQUIRING YOUR VOTE
24
6
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 the CEO;
• 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; 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 have been held by the same person, except in limited circumstances, such as
during a CEO transition. This policy has worked well for the Company for many years. 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;
2025 Proxy Statement
25
• Ensure full participation and engagement of all Board members in deliberations;
• Lead the Board of Directors in all deliberations involving the CEO’s employment, including hiring, compensation, 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;
• Set 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;
• Work 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 and CFO,
as appropriate;
• Make a commitment to serve in the role of Lead Independent 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.
Subject to his re-election, Mr. Surma will be appointed as the Company’s Lead Independent Director effective as of the Annual General
Meeting, succeeding Mr. Forsee who will retire from the Board at that time.
CORPORATE GOVERNANCE
26
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, culture,
employee engagement, employee health and safety and development.
• The full Board has ultimate oversight for risks relating to our cybersecurity program, risks, and practices and receives regular updates
from our internal cybersecurity team on cybersecurity risks and threats.
• The Board regularly receives reports from each Committee as to risk oversight within its areas of responsibility.
BOARD COMMITTEES
Audit Committee
• 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 internal audit function.
• 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.
Human Resources and Compensation Committee
• Considers risks related to the attraction, retention of talent and
risks related to the design of compensation programs
and arrangements, and related risk-mitigating provisions.
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 objectives, including the impacts of
climate change.
Finance Committee
• Oversees risks associated with foreign exchange, insurance,
liquidity, credit and debt.
Technology and Innovation Committee
• Considers risks associated with 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.
MANAGEMENT
• Identification, assessment and management of risks through the Company’s Enterprise Risk Intelligence program and Committee.
• The Enterprise Risk Intelligence program and Committee are 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.
CORPORATE GOVERNANCE
2025 Proxy Statement
27
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.
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. The Sustainability, Corporate Governance and Nominating
Committee monitors the Company’s performance against its sustainability
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.
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 to 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” disclosure in the Company’s Annual Report on
Form 10-K. The Human Resources and Compensation
Committee also sets, reviews and approves annual financial
and sustainability 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, culture and inclusion, pay equity and
hourly wages. The Human Resources and Compensation
Committee also oversees the Company’s stock ownership
and clawback/recoupment policies.
Cybersecurity
Our Board of Directors has ultimate oversight of the risks relating to our
cybersecurity program and practices. Our cybersecurity strategy is overseen
by the Audit Committee of our Board of Directors and directed by our
Executive Vice President and Chief Financial 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 program includes standard work designed to enable the
Company to respond to and recover from disastrous events, including
ransomware and other cybersecurity threats. Our Audit Committee:
• Maintains appropriate oversight of the Company’s Information
Technology, Operating Technology, and Product 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 cybersecurity 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 two times per year and reports to the Board on a regular basis.
The Audit Committee is also informed on a quarterly basis of any
material cybersecurity matters. We have cybersecurity insurance and we
regularly review our policy and levels of coverage based on current risks.
All salaried employees and contractors with system access 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.
CORPORATE GOVERNANCE
28
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 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.
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.
Board Composition
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 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,
but typically occur more frequently.
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 and contributions of individual directors are
considered each year when the directors stand for re-nomination.
CORPORATE GOVERNANCE
2025 Proxy Statement
29
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.
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 unless this policy is waived by the Board.
Directors who change the occupation they held when initially elected must offer to resign upon a change in their occupation. 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 and Securities Exchange Act of 1934, as amended (the “Exchange Act”) rules. 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. It is the Board’s general practice to hold
independent director meetings, without management present, in connection with regularly scheduled Board meetings.
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
One of the core functions of our Board of Directors is to ensure leadership continuity and strong management capabilities to effectively carry
out the Company’s strategy. 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, and 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.
CORPORATE GOVERNANCE
30
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 understanding both current and prospective shareholders’ perspectives and building strong relationships with the investment
community are integral to effective corporate governance. Our Board of Directors and management team are committed to the development
and execution of comprehensive outreach and communications programs that support and encourage open dialogue with shareholders to
achieve these goals. We actively utilize formal targeting, market surveillance, and corporate risk management tools to develop, track and
monitor our progress, and we regularly adjust our programs throughout the year to maximize the effectiveness of our engagement. Our
engagement program regularly includes our Chair and CEO, CFO and other members of our executive leadership team, including regional
segment leaders, business unit presidents and functional leaders.
How We Engaged with our Shareholders in 2024:
• We met with approximately 300 unique investors, including shareholders representing approximately 80% of our active outstanding shares.
• We met with approximately 90% of our top 30 active shareholders and prospective holders, many of them multiple times throughout
the year.
• We held hundreds of meetings with shareholders, including 10 industry conferences, multiple non-deal roadshows, as well as onsite
meetings, company hosted events, videoconferences and teleconferences.
• During investor interactions, we regularly discuss issues such as Company strategy, financial performance, corporate governance,
sustainability, cash generation and capital deployment, innovation, and other opportunities and risks.
• We report our shareholders’ views around major topics, including sustainability, to our management team and Board of Directors on a
regular basis and proactively incorporate feedback into our investor engagement and communications programs.
Sustainability
At Trane Technologies, sustainability is core to who we are. Through the leadership of our 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 senior management and Board of Directors. Day-to-day, our Center for Energy
Efficiency and Sustainability 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 sustainability 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 2024 Annual Report to Shareholders included
with these proxy materials and our 2024 Sustainability Report available on our website located at www.tranetechnologies.com/sustainability-
report. For more information regarding our achievements in sustainability matters, please see “Sustainability Performance Highlights” in our
“Compensation Discussion and Analysis.”
CORPORATE GOVERNANCE
2025 Proxy Statement
31
Committees of the Board and Attendance
Audit Committee
Meetings in 2024: 9
Members
John P. Surma (Chair)
Ann C. Berzin
Mark R. George
Myles P. Lee
Melissa N. Schaeffer
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,” in
the Company’s Annual Report on Form 10-K 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 and discuss with management and the independent auditors, as applicable, significant legislative,
regulatory, and other developments regarding Environmental, Social, and Governance (“ESG”) reporting and
disclosures and the internal controls and procedures related to ESG disclosures.
•
Review and discuss with management and the Sustainability, Corporate Governance and Nominating
Committee, as applicable, the types of information to be included in the Company’s ESG disclosures within
the Company’s periodic financial reports; the alignment of the Company’s financial reporting and ESG
disclosures; and the internal controls and procedures related to ESG disclosures, including any assurance
being provided by the independent auditor or other third party with respect to ESG disclosures.
• 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.
•
Oversee the control environment with respect to key metrics included in the Company’s annual
sustainability report.
• Review the Company’s internal audit organization, including its effectiveness and efficiency, and the
objectives and scope of the internal audit function and examinations.
• Review and discuss with management and the Sustainability, Corporate Governance and Nominating
Committee and the Human Resources and Compensation Committee, as appropriate, the “Human
Capital Management” disclosure 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 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 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.”
CORPORATE GOVERNANCE
32
Human Resources
and Compensation
Committee
Meetings in 2024: 6
Members
Kirk E. Arnold (Chair)
Ana P. Assis
April Miller Boise
John A. Hayes
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 Mr. Regnery).
• Periodically review the Company’s executive compensation philosophy and peer groups used to
benchmark pay levels, design practices, and related performance.
• Approve compensation of all other elected officers.
• Review and approve executive compensation and benefit programs.
•
Administer the Company’s equity compensation plans.
• Review and assess the appropriateness of the material risks, if any, arising from or related to the
Company’s compensation programs or arrangements.
• Oversee and approve any changes to the Company’s clawback policy.
• 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”
disclosure for the Company’s Annual Report on Form 10-K.
• Set, review and approve annual financial metrics and sustainability factors for purposes of the
Company’s Annual Incentive Matrix Program.
• Review, at least annually and discuss with management, key human resource management initiatives
related to leadership talent recruitment/retention, culture 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.
•
Review and consider the results of shareholder advisory votes and shareholder feedback, if any, regarding
the Company’s executive compensation program and recommend to the Board whether and how to
respond to such votes.
•
Approve and monitor compliance with stock ownership requirements that are applicable to employees of
the Company.
For a discussion concerning the processes and procedures for determining NEO 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
Exchange Act.
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.”
CORPORATE GOVERNANCE
2025 Proxy Statement
33
Sustainability,
Corporate
Governance
and Nominating
Committee
Meetings in 2024: 5
Members
April Miller Boise (Chair)
Kirk E. Arnold
Ana P. Assis
John A. Hayes
Linda P. Hudson
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 sustainability issues.
• Monitor the Company’s performance against its sustainability 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.
• Coordinate with the Audit Committee concerning information to be included in the Company’s
sustainability disclosures within the Company’s periodic financial reports; the alignment of the
Company’s financial reporting and sustainability disclosures; and the internal controls and procedures
related to such disclosures, including any assurance being provided by the independent auditor or
other third party with respect to such disclosures.
• 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.”
Finance Committee
Meetings in 2024: 5
Members
Myles P. Lee (Chair)
Ann C. Berzin
Mark R. George
Melissa N. Schaeffer
John P. Surma
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.
• Annual review of capital deployment priorities with management.
• 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.”
CORPORATE GOVERNANCE
34
Executive
Committee
Meetings in 2024: None
Members
David S. Regnery (Chair)
Kirk E. Arnold (Chair of the
Human Resources and
Compensation Committee)
April Miller Boise (Chair of the
Sustainability, Corporate
Governance and
Nominating Committee)
Gary D. Forsee (Lead
Independent Director)
Myles P. Lee (Chair of the
Finance Committee)
John P. Surma (Chair of the
Audit Committee)
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
Mr. 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.”
Technology
and Innovation
Committee
Meetings in 2024: 2
Members
Linda P. Hudson (Chair)
Kirk E. Arnold
Ana P. Assis
Gary D. Forsee
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.
The Board of Directors has determined that each member of the Technology and Innovation
Committee is “independent” as defined in the NYSE listing standards and the Company’s Corporate
Governance Guidelines.
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.”
CORPORATE GOVERNANCE
2025 Proxy Statement
35
There were five meetings of the Board of Directors in 2024. All incumbent directors serving as of the end of fiscal year 2024 attended at least
75% or more of the total number of meetings of the Board of Directors. All incumbent directors serving as of the end of fiscal year 2024 and
nominated for re-election also attended at least 75% of meetings of the committees on which they served during 2024; however Mr. Forsee,
who is retiring from the Board at the Annual General Meeting, attended less than 75% of the Technology Committee meetings held during the
year. The Company’s non-employee directors held five independent director meetings without management present during the fiscal year
2024. 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 2024 Annual General Meeting on June 6, 2024
attended the meeting.
Human Resources and Compensation Committee
Interlocks and Insider Participation
Our Human Resources and Compensation Committee is comprised solely of independent directors. During fiscal year 2024, 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 year 2024.
CORPORATE GOVERNANCE
36
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 2024 director compensation program for non-employee directors consisted of the
following components:
ANNUAL RETAINER
■
Paid in Cash $142,500 (42%)
■
Paid in Restricted Stock Units*
$200,000 (58%)
* The number of restricted stock units granted is determined by
dividing the grant date value of the award, $200,000, 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.
ANNUAL CASH RETAINER FOR COMMITTEE CHAIRS AND MEMBERS, LEAD INDEPENDENT DIRECTOR AND
OTHER ELEMENTS
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 and makes
recommendations to the Board of Directors. The current compensation program was established effective January 1, 2023.
Under our Incentive Stock Plan of 2018, 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.
2025 Proxy Statement
37
Equity
Compensation
Cash
Compensation
$30,000
$25,000
$20,000
$20,000
$0
$10,000
$15,000
$50,000
$2,500
Sustainability, Corporate Governance and Nominating Committee Chair
Human Resources and Compensation Committee Chair
Audit Committee Chair
Finance Committee Chair
Executive Committee Chair
Technology and Innovation Committee Chair
Audit Committee Member
Lead Independent Director
Additional Meetings or Unscheduled Planning Session Fees
Share Ownership Requirement
To align the interests of directors with shareholders, the Board of Directors has adopted a share ownership requirement of five times the annual
cash retainer paid to the directors. A director cannot sell any shares of Company stock until they attain such level of ownership, and any sale
thereafter cannot reduce the total number of holdings below the required ownership level. A director is required to retain this minimum level of
Company share ownership until their resignation or retirement from the Board.
2024 Director Compensation
The compensation paid or credited to our non-employee directors for the year ended December 31, 2024, is summarized in the table below.
Name
Fees Earned or
Paid in Cash
($) (a)
Equity / Stock
Awards
($) (b)
All Other
Compensation
($)
Total
($)
K. E. Arnold
167,500
200,032
—
367,532
A. P. Assis
142,500
200,032
—
342,532
A. C. Berzin
157,500
200,032
—
357,532
A. Miller Boise
162,500
200,032
—
362,532
G. D. Forsee
195,000
200,032
—
395,032
M. R. George
157,500
200,032
—
357,532
J. A. Hayes
142,500
200,032
—
342,532
L. P. Hudson
152,500
200,032
—
352,532
M. P. Lee
177,500
200,032
—
377,532
M. N. Schaeffer
157,500
200,032
—
357,532
J. P. Surma
175,000
200,032
—
375,032
(a)
The amounts in this column represent the following, as shown in the table below: annual cash retainer, the Committee Chair retainers, the Audit Committee member
retainer, the Lead Independent Director retainer, and the Board, Committee and other meeting or session fees.
Name
Cash
Retainer
($)
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
($)
K. E. Arnold
142,500
25,000
—
—
—
167,500
A. P. Assis
142,500
—
—
—
—
142,500
A. C. Berzin
142,500
—
15,000
—
—
157,500
A. Miller Boise
142,500
20,000
—
—
162,500
G. D. Forsee
142,500
—
—
50,000
2,500
195,000
M. R. George
142,500
—
15,000
—
—
157,500
J. A. Hayes
142,500
—
—
—
—
142,500
L. P. Hudson
142,500
10,000
—
—
—
152,500
M. P. Lee
142,500
20,000
15,000
—
—
177,500
M. N. Schaeffer
142,500
—
15,000
—
—
157,500
J. P. Surma
142,500
30,000
—
—
2,500
175,000
(b)
Represents RSUs awarded in 2024 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 2024 Form 10-K.
COMPENSATION OF DIRECTORS
38
For each non-employee director, the following table reflects all unvested RSU awards at December 31, 2024:
Name
Number of
Unvested RSUs
K. E. Arnold
627
A. P. Assis
627
A. C. Berzin
627
A. Miller Boise
627
G. D. Forsee
627
M. R. George
627
J. A. Hayes
627
L. P. Hudson
627
M. P. Lee
627
M. N. Schaeffer
627
J. P. Surma
627
COMPENSATION OF DIRECTORS
2025 Proxy Statement
39
Compensation Discussion
and Analysis
The Compensation Discussion and Analysis (“CD&A”) 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 2024 fiscal year other than the Chair and CEO and CFO. The 2024 NEOs are as follows:
Named Executive Officers
Title
Mr. David S. Regnery
Chair and Chief Executive Officer
Mr. Christopher J. Kuehn
Executive Vice President and Chief Financial Officer
Mr. Donald E. Simmons
Group President, Americas
Mr. Paul A. Camuti(a)
Executive Vice President and Chief Technology and Sustainability Officer
Mr. Evan M. Turtz
Senior Vice President, General Counsel and Secretary
(a)
Mr. Camuti retired effective December 31, 2024.
I. Executive Summary
At Trane Technologies, we have a clear purpose: to boldly challenge what's possible for a sustainable world. As a global climate innovator, we
work every day towards the bright future we all envision. We've pledged to reduce our customers' emissions by one gigaton, lead by example
with carbon-neutral operations and to create opportunities for all. Through our 2030 Sustainability Commitments, we've set the pace for
positive change and growth in our industry.
We continued to see robust and broad-based demand for our innovative products and services, reflected in another year of outstanding
financial performance. Powered by our purpose-driven strategy, relentless investment in growth and innovation, dynamic business operating
system, and our uplifting culture and employee engagement, we are consistently delivering value for our shareholders, people, customers,
communities and the planet.
40
2024 Performance Highlights
The following show the enterprise financial results realized in 2024 relative to our executive incentive compensation performance targets
established for the period and additional sustainability performance highlights for the reporting year.
FINANCIAL PERFORMANCE HIGHLIGHTS
Annual Revenue
Adjusted EBITDA(a)
Free Cash Flow(a)
$19.8B
$3.8B
$2.8B
Increase of 12% from 2023
Increase of 21% from 2023
Increase of 29.7% from 2023
The three core financial metrics laid out above are further modified (by up to +/-20%) based on our progress towards achieving our 2030
Sustainability Commitments
3-Year Adjusted Cash Flow Return on Invested Capital
(CROIC) (2022–2024)(a)
3-Year Total Shareholder Return
(TSR) (2022-2024)(a)
32.3%
101.96%
Ranks at the 78th percentile of the companies in the S&P 500
Industrials Index
Ranks at the 84th percentile of the companies in the S&P 500
Industrials Index
SUSTAINABILITY PERFORMANCE HIGHLIGHTS
Environmental
Social
Governance
•
Launched 190 new products in 2024,
including portfolio expansion with low global
warming potential (GWP) refrigerants.
•
Reduced 237 million mtCO2e* from
customers’ carbon footprints as part of our
Gigaton Challenge.
•
68% of total energy used was generated from
renewable sources.
•
Added a commitment to reduce embodied
carbon in our products by 40%.
•
Engaged a network of 900 internal
Sustainability Ambassadors to embed
sustainability into everyday work.
(*) *compared to a 2019 baseline
•
Retained 98% of our key talent.
•
Achieved an employee engagement score
of 82, ranking top quartile among all
companies surveyed.
•
Significantly increased enrollment in our
Technician Apprenticeship Program.
•
Distributed $2.5M in support to global employees
through tuition advancement offering.
•
Team members volunteered over 92,000 hours,
reaching 66% of our 2030 volunteerism goal.
•
Provided financial relief through the Helping
Hand Fund to assist global team members
after unforeseen natural disasters and
personal hardship.
•
100% of salaried team members
completed Code of Conduct training.
•
Enterprise Disclosure Committee
continued to direct and manage public
disclosure and regulatory disclosure
processes and deliverables.
•
Advanced policy and regulatory efforts for
the climate-related provisions of the
Inflation Reduction Act and the
implementation of the low GWP refrigerant
transition in the U.S.
RECOGNITION & RANKINGS
•
14th consecutive year on
the North America Index;
4th consecutive year on
the World Index
•
13th consecutive year on Fortune
World’s Most Admired
Companies list
•
Fortune Best Workplaces in
Manufacturing & Production
From Fortune. © 2025 Fortune Media IP Limited
All rights reserved. Used under license. Fortune
and Fortune Media IP Limited are not affiliated
with, and do not endorse products or services of,
Trane Technologies.
•
Time World’s
Best Companies
•
Time World’s Most
Sustainable Companies
of 2024
•
Time World’s
Best Companies
for Sustainable
Growth 2025
•
3rd consecutive year on
the Climate A List
•
Ranked 6th on 2025 Just
100; 4th consecutive
year on the JUST 100;
Industry leader for the 3rd
consecutive year
•
2nd consecutive year on
the World’s Most Ethical
Companies list
“World’s Most Ethical Companies” and
“Ethisphere” names and marks are registered
trademarks of Ethisphere LLC.
For more information regarding our commitment to leadership in sustainability matters and our achievements in these areas, please also see our 2024 Annual Report to
Shareholders included in these proxy materials and our Sustainability Report available on our website at www.tranetechnologies.com/sustainability-reports. Our 2024
Sustainability Report is expected to be available in May 2025.
(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 and Free Cash Flow have been adjusted to exclude the impact of certain
items as shown in Appendix A to this Proxy Statement. These adjusted results are applicable only to our executive compensation program as described herein 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’)” Program with respect to AIM payments and “Long Term Incentive Program (‘LTI’) – 2022-2024 Performance Share Units Payout” with respect
to Performance Share Program awards.
COMPENSATION DISCUSSION AND ANALYSIS
2025 Proxy Statement
41
2024 Say-on-Pay Vote
The Human Resources and Compensation Committee (“HRCC”) takes into account direct feedback from
shareholders and the results of the annual advisory vote on executive compensation when making decisions about
the structure of Trane Technologies’ pay program or considering any potential changes. In 2024, 87% of shareholders
voted in favor of "Say-on-Pay." Along with shareholder feedback, the HRCC reviews information from its independent
compensation consultant regarding best practices within our Compensation Peer Group and third-party survey data
to assess relevant market conditions. Based on this analysis, the HRCC decided to maintain the core components of
our executive compensation program, with the addition of a special three-year outperformance incentive. For more
information on our investor outreach and communications program, see page 31 of this proxy statement.
Executive Compensation Program Overview
The HRCC seeks to provide performance-driven 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
those of 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 target total direct compensation (“TDC”):
Component(a)
Chair and CEO
Other NEOs
Description of Component
Base Salary
Fixed cash compensation.
Annual
Incentive
Matrix (“AIM”)
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 HRCC. These Core
Financial Metrics are subsequently adjusted based on the progress
made toward our sustainability commitments through a modifier, and
then multiplied by an individual’s performance, which is also measured
against pre-defined objectives.
Long-Term
Incentives
(“LTI”)
Variable long-term, equity-based incentive compensation. LTI
performance is aligned with the Company’s stock price and is
awarded in the form of stock options, restricted stock units (“RSUs”)
and Performance Share Units (“PSUs”). PSUs, which are granted
under our Performance Share Program (“PSP”), are payable based on
the Company’s CROIC and TSR performance relative to companies in
the S&P 500 Industrials Index.
(a)
See Section V, “Compensation Program Descriptions and Compensation Decisions”, for additional discussion of these components of compensation.
As illustrated, the HRCC places significant emphasis on variable compensation (AIM and LTI) so that a substantial percentage of each NEO’s
target TDC is contingent on the successful achievement of the Company’s short-term and long-term performance goals.
COMPENSATION DISCUSSION AND ANALYSIS
42
87%
9%
15%
76%
18%
16%
66%
PAY AT RISK
FIXED
Good Compensation Governance Practices
What We Do
What We Don’t Do
Annual review of the compensation philosophy and Peer Groups used to
evaluate competitive pay levels, design practices, and relative performance
Diversified metrics for our AIM and PSP to align with business strategies and
shareholder interests
Capped incentive awards tied to the achievement of rigorous, pre-
determined and measurable performance objectives
Significant emphasis on variable compensation in designing our
compensation programs
Regular competitive benchmarking and compensation reviews
Commitment to fair and competitive pay for our employees and commitment
to pay equity
Annual shareholder advisory vote on executive compensation
Independent compensation consultant to advise the HRCC
Regular executive sessions by the HRCC, with and without its independent
compensation consultant
Strong Clawback / recoupment policy
Robust stock ownership requirements for our executives
Annual risk review of executive compensation programs to ensure they are
appropriately structured and avoid incentivizing employees to engage in
excessive risk taking
Good stewards of equity plan/conservative run rate
No dividends on unvested restricted stock and no
dividend equivalents on unvested restricted stock units
or performance units until the underlying awards are
earned/vest
No liberal share recycling practices for options
No “single-trigger” vesting for any cash payments or
equity incentives upon a change-in-control
No tax gross-ups for any potential change-in-control
severance payments
No hedging or pledging of Company stock by
directors and executive officers
No re-pricing of equity awards
COMPENSATION DISCUSSION AND ANALYSIS
2025 Proxy Statement
43
II. Compensation Philosophy and Design Principles
Our executive compensation programs are designed to align the compensation of our executives with the Company’s strategy and
performance, thereby creating sustainable shareholder value. The HRCC makes compensation decisions by considering economic, regulatory,
investor, and competitive factors, along with our executive compensation principles. The HRCC routinely reviews and evaluates 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 that encourages prudent
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 focus individuals within
the Company’s business units on specific financial
measures to meet the short and long-term
performance goals of the business for which they
are accountable.
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. 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.
Pay for Performance
A strong alignment between pay and performance is
paramount to our success. Accordingly, each
executive’s target TDC is tied to Company, business
and individual performance against set goals.
Company and business performance are measured against pre-established
financial, operational and strategic objectives as set by the HRCC.
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, both measured relative to peer company performance.
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, while also addressing
sustainability opportunities.
Financial targets correlate with both share price appreciation over time and the
generation of cash flow for the Company, with a modifier that links incentive
compensation to the Company’s 2030 Sustainability Commitments. In addition,
our long-term incentives are tied to total shareholder returns 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 support the achievement of the
Company’s annual financial objectives while
promoting the long-term sustainability of our
business and maximizing shareholder value.
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 competitive
within the market.
Internal Parity
Each executive’s target TDC opportunity is
proportionate with the responsibility, scope and
complexity of their role within the Company, as well
as their skills and experience.
Comparable jobs are assigned comparable target compensation opportunities.
The Company conducts an annual global review of pay to ensure pay equity and
that there is no impermissible discrimination on the basis of gender or, in the U.S.,
gender and race.
Market Competitiveness
Compensation opportunities must serve to attract
and retain high performing executives in a
competitive talent market.
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.
COMPENSATION DISCUSSION AND ANALYSIS
44
III. Analysis to Support the Determination of Target Total
Direct Compensation
The HRCC reviews and evaluates our executive compensation levels and practices against peer companies of comparable revenue, market
capitalization, industry and/or business fit with which we compete for executive talent (the “Compensation Peer Group”). During 2024, these
reviews were conducted throughout the year using a variety of methods and multiple sources of information 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.
Many of the companies included in these compensation surveys are also included in the Standard & Poor’s 500 Industrials Index referred to in
our 2024 Form 10-K under the caption “Performance Graph.”
The Company’s positioning relative to the 2024 Compensation Peer Group, as of December 31, 2024, was as follows:
Company Name
Market Cap
($B)
Revenue
($B)
Trane Technologies
83.1
19.8
Compensation Peer Group Median
52.3
17.6
Trane Technologies Percentile Rank
79%
57%
The HRCC, with the assistance of its independent advisor, conducts an annual evaluation of the Compensation Peer Group to ensure
alignment and reasonableness, while aiming to maintain consistency year-over-year. As part of this review, the HRCC decided to remove
Ametek, Inc. from the 2025 Compensation Peer Group to better align the group with the current size, characteristics, and business strategy of
our Company. This decision was made because Ametek's annual revenue is less than half that of our Company, and its business fit and
potential market for talent are not as closely aligned. The Compensation Peer Group, which is used for benchmarking executive compensation
levels and identifying best practices in program design, consists of the following fifteen global companies:
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.
Dover Corporation
Honeywell International Inc.
Otis Worldwide Corporation
In assessing the relationship of CEO compensation to compensation of other executive officers (including our NEOs), the HRCC 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, impact, performance and potential growth relative to the duties required of their position.
COMPENSATION DISCUSSION AND ANALYSIS
2025 Proxy Statement
45
IV. Role of the Human Resources and Compensation
Committee, Independent Advisor and Committee Actions
The HRCC, which is composed solely of independent directors, oversees our compensation plans and policies and equity-based programs
and reviews and approves all forms of compensation relating to our executive officers, including the NEOs.
The HRCC 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 HRCC
considers these recommendations, along with those of its independent compensation advisor, when approving the compensation components
and amounts to be awarded to our other NEOs.
The HRCC is responsible for reviewing and approving amendments to our executive compensation and benefit plans. In addition, the HRCC 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. The HRCC’s charter and annual agenda incorporates a broader range of human
capital topics beyond compensation, including corporate culture, opportunity for all, and pay equity. The HRCC’s Charter is available on our
website at www.tranetechnologies.com.
The HRCC 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 HRCC is directly responsible for the compensation and oversight of the independent advisor. For
2024, the HRCC continued its engagement with Meridian Compensation Partners, LLC (“Meridian”) to serve as its independent compensation
advisor. The services that Meridian provided to the HRCC 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 Compensation Peer Group used to benchmark the Company’s executive pay levels, as well as the peer group
used for relative performance comparisons;
• Preparation of ad hoc analyses for the HRCC to support decision-making around the executive compensation program; and
• Review and analysis of and advisement on management proposals and other key components of the executive compensation program.
The HRCC determined that Meridian is independent and does not have a conflict of interest. In making this determination, the HRCC
considered the factors adopted by the NYSE with respect to independence and potential conflicts of interest.
COMPENSATION DISCUSSION AND ANALYSIS
46
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
Component Objective Including
Risk Mitigation Factors
Key Features
Base Salary
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.
Avoids the encouragement of excessive
risk taking by ensuring that an
appropriate level of cash compensation
is not at risk.
Annual Incentive Matrix
(“AIM”) Program
Serves as an annual cash award tied to
the achievement of pre-established
financial, operational, and strategic
performance objectives.
Amount of cash award earned cannot
exceed a maximum payout of 200% of
individual target levels and is also subject
to a clawback in accordance with our
clawback policy.
Each NEO has an AIM target expressed
as a percentage of base salary. Actual
AIM payouts are determined by
enterprise financial performance, regional
performance where applicable, progress
towards our aspirational sustainability
objectives and individual performance.
Long-Term Incentive
Program (“LTI”)
Incentivizes executives to achieve
sustainable performance results and
maximize growth, efficiency and
long-term shareholder value creation.
Mix of stock options, RSUs, and PSUs
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.
Amount earned cannot exceed a maximum
payout of 200% of the individual target
shares granted and is also subject to a
clawback 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.
•
LTI: Stock Options /
RSUs
Aligns management’s interests with those of
shareholders and bolsters retention. Awards
are subject to a clawback in accordance
with our clawback policy.
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).
COMPENSATION DISCUSSION AND ANALYSIS
2025 Proxy Statement
47
Base Salary
The HRCC conducts an annual assessment of the competitiveness of salary levels for each executive officer, including the CEO, by comparing
them to similarly situated executives in the market. Necessary adjustments are approved based on gaps to external benchmarks, overall
company performance, scope/impact of role, internal equity considerations, leadership effectiveness, anticipated changes across the broader
population and/or individual performance. Over time, adjustments may continue to be made to ensure salaries remain competitive and to
account for other factors critical to attracting and retaining key talent.
The table below shows the 2023 and 2024 annual base salary for each NEO. Base salary adjustments became effective on April 1, 2024,
except in the case of Mr. Kuehn and Mr. Simmons as footnoted below.
(Dollar Amounts Annualized)
12/31/2023
($)
12/31/2024
($)
Mr. David S. Regnery
1,400,000
1,475,000
Mr. Christopher J. Kuehn(a)
825,000
900,000
Mr. Donald E. Simmons(b)
625,000
700,000
Mr. Paul A. Camuti
670,000
700,000
Mr. Evan M. Turtz
630,000
630,000
(a)
Mr. Kuehn received an increase effective January 4, 2024 coincident with his role expansion to include IT and Digital Risk.
(b)
Mr. Simmons received an increase effective January 4, 2024 coincident with his promotion to Group President, Americas.
Annual Incentive Matrix (“AIM”) Program
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, progress towards sustainability objectives and individual performance. 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 HRCC
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 a modifier tied to our progress towards 2030 Sustainability
Commitments, and an individual performance score, all of which are based on achievement relative to pre-established performance objectives
approved by the HRCC. Individual AIM awards are calculated by multiplying individual AIM targets by an AIM Payout Percentage calculated as
illustrated below:
×
=
×
=
Financial Score:
Core Financial
Metrics
Modifier
(Up to +/- 20%)
Adjusted
AIM Score
Individual
Performance
Score
(0% to 150%)
AIM Payout
Percentage
(0% to 200%)
1/3 Revenue
1/3 Adjusted EBITDA
1/3 Cash Flow
Sustainability
Modifier
Financial Score ×
Modifier
Performance
against Individual
Objectives
Financial Score ×
Sustainability
Modifier ×
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 percentages for each metric.
To more closely align the annual short-term incentive compensation of our leaders to the value that we, as a Company, place on sustainability,
we utilize a modifier as a component of Trane Technologies’ annual incentive program. This strategic modifier may adjust AIM payout amounts
upward or downward by up to 20% based on progress towards our 2030 Sustainability Commitments. These objectives are considered in
conjunction with the HRCC’s holistic review of the Company’s key accomplishments and actions taken during the year. The HRCC will not
apply the sustainability modifier to increase an annual cash incentive payout above the overall cap of 200% of the total target payout
opportunity under the program.
Individual performance scores are based on each NEO’s demonstration of our Leadership Principles and achievement of their individual
performance objectives, which are aligned to our enterprise objectives and bold 2030 Sustainability Commitments.
COMPENSATION DISCUSSION AND ANALYSIS
48
Individual AIM awards are determined by multiplying the NEO’s target award by the financial performance score and 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 2024 AIM purposes, Mr. Simmons was measured on a combination of Enterprise and Americas Region (60% Enterprise and 40%
Americas Region). Mr. Regnery, Mr. Kuehn, Mr. Camuti and Mr. Turtz were measured solely on Enterprise financial metrics.
The 2024 AIM performance goals for Revenue, Adjusted EBITDA, and Cash Flow are established in collaboration with the HRCC, taking into
account market conditions, Wall Street analysts' growth expectations (consensus), and an assessment of appropriate challenge. These
financial targets are generally established at or above the midpoint of the Company's publicly disclosed guidance for Revenue and Earnings
Per Share (EPS), aiming to be in the top quartile among the Company's industrial peers. Year-over-year targets for Revenue, EBITDA, and
Cash Flow have increased by approximately 10%, 20%, and 20%, respectively. The performance relative to these goals is detailed in the
following table:
Metric
Threshold
Performance
($M)
Target
Performance
($M)
Maximum
Performance
($M)
2024 Adjusted
Performance
($M)(a)
Enterprise
Revenue(b)
18,438.50
19,008.80
19,579.00
19,904.10
Adjusted EBITDA(b)
3,201.10
3,556.70
3,912.40
3,837.90
Cash Flow(b)
1,851.80
2,314.70
2,777.70
2,791.20
Americas Region
Revenue(b)
14,395.00
14,840.20
15,285.40
15,890.00
Adjusted EBITDA(b)
2,677.90
2,975.40
3,272.90
3,309.80
Cash Flow(b)
2,150.90
2,688.60
3,226.40
3,508.80
(a)
2024 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 HRCC 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
operating plan upon which the incentive targets were established, based on its own review and on recommendations by the Chair and CEO.
Revenue results are also adjusted to reflect the foreign exchange rate used at the time the incentive targets were established. 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 annual cash incentive payouts for the 2024 performance year, the HRCC reviewed with management key accomplishments
and highlights for 2024 that could impact the Company’s financial performance target attainment. Following that review, the HRCC approved
adjustments to 2024 financial performance results for purposes of the AIM plan to offset contributions from two acquisitions completed during
2024, which were not contemplated when the annual performance measures were set: Klinge Corporation and Damuth Trane, which both
closed in the third quarter. These adjustments, both positive and negative, equated to a net 0.8 percentage point decrease to payout amounts
and were reviewed with the Audit Committee prior to approval by the HRCC.
In accordance with the AIM plan design, the financial performance results are then adjusted upward or downward by a sustainability
modifier. The modifier can have a positive or negative impact of up to 20% based on the Company’s progress towards our 2030
Sustainability Commitments.
As a sustainability-driven growth company, Trane Technologies exemplifies how embedding sustainability in business strategy and culture can
generate value for our customers and our shareholders. Our environmental sustainability objectives are science-based and are aligned with our
2030 commitments toward a sustainable future, making them inherent in our AIM modifier. We aim to reduce greenhouse gas emissions in our
worldwide operations, transportation fleets, and product manufacturing processes, while also inspiring the transition to advanced technologies
that lower emissions from product use. Additionally, we believe that our commitment to cultivating a diverse, inclusive and uplifting culture
helps drive technological advancements and future innovations, propelling progress for our customers and communities.
In 2024, as part of our ongoing efforts to meet our 2030 Sustainability Commitments, we successfully maintained our internal greenhouse
gas emissions at consistent levels despite substantial company growth. Furthermore, our external carbon emissions, primarily associated
with customer product use, were reduced by 80 million metric tons of CO2e. We also expanded opportunities for all, enhancing our
workforce to better represent the communities we serve, and highlighting Trane Technologies as an employer of choice for talented, highly
qualified professionals.
Based on a holistic review of the Company’s key accomplishments and actions taken during the year to advance our performance toward
attainment of our 2030 Sustainability Commitments, the HRCC concluded that no modification, either positive or negative, was the appropriate
action based on the evaluation of factors relevant to the modifier.
COMPENSATION DISCUSSION AND ANALYSIS
2025 Proxy Statement
49
The calculated AIM financial score was 193.02% for the NEOs aligned to Enterprise performance and 195.81% for Mr. Simmons aligned to the
Americas performance.
2024 AIM payout levels for NEOs, inclusive of the adjustments laid out above and individual performance assessment for each executive, are
summarized in the following table. Individual performance scores are based on each NEO’s adherence to our Leadership Principles and the
achievement of their personal performance objectives, which are aligned with our enterprise goals and our 2030 Sustainability Commitments.
Name
AIM Target
($)
AIM Achievement
For 2024(a)
AIM Award
For 2024
($)
Mr. David S. Regnery
2,433,750
200.00%
4,867,500
Mr. Christopher J. Kuehn
900,000
200.00%
1,800,000
Mr. Donald E. Simmons
595,000
200.00%
1,190,000
Mr. Paul A. Camuti
595,000
193.02%
1,148,469
Mr. Evan M. Turtz
441,000
193.02 %
851,218
(a)
AIM achievement percentages include each NEO’s individual performance score.
2025 AIM Program
The HRCC believes that the current AIM program effectively focuses employees on profitable operation and growth of our business using
Revenue, Adjusted EBITDA and Cash Flow metrics, while also reflecting our Sustainability Commitments. Therefore, for 2025, the calculation of
the financial metrics will remain consistent with the 2024 AIM design, and we will adjust our sustainability modifier to +/-15%, in alignment with
the three pillars of our 2030 Sustainability Commitments.
COMPENSATION DISCUSSION AND ANALYSIS
50
Long-Term Incentive Program (“LTI”)
For our NEOs, our long-term incentive program is comprised of stock options (25% weight), RSUs (25% weight) and PSUs (50% weight). 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. LTI 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 into a number of shares (or share equivalent units) or stock options 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 and PSU 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. 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 and subsequently
settled in shares of our stock. No dividend equivalents are accrued on unexercised stock options.
Stock Options/Restricted Stock Units
We grant our NEOs an equal mix of stock options and RSUs. The HRCC 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 HRCC reviews our equity mix
and grant policies annually to ensure they are aligned with our pay for performance philosophy, competitive market trends, our executive
compensation objectives and the interests of our shareholders.
Performance Share Program (“PSP”)
Our PSP is an equity-based incentive compensation program designed to align our NEOs and other key executives' incentives more closely
with shareholder interests by providing the opportunity to earn PSUs based on our TSR and CROIC performance relative to companies in the
S&P 500 Industrials Index. We believe that using relative metrics ensures that executives are rewarded for outperforming their peers, rather
than simply meeting predetermined absolute metrics that may not account for changing market conditions. Unlike fixed objective targets, which
can become unrealistic due to unforeseen circumstances, relative targets adjust in real-time based on the performance of companies in the
S&P 500 Industrials Index.
PSUs granted in 2024 are earned or forfeited (ranging from 200% to 0%) after a three-year performance period, based equally on our relative
average CROIC and relative TSR compared to the companies within the S&P 500 Industrials Index.
Company Performance Relative to the Companies
within the S&P 500 Industrials Index
2024-2026 Measurement Period
% of Target PSUs Earned*
< 25th Percentile
0%
25th Percentile
25%
50th Percentile
100%
> 75th Percentile
200%
*
Results are interpolated between percentiles achieved.
• 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 an effective tool for measuring relative performance among S&P
Industrial peers.
• CROIC is measured by dividing Free Cash Flow by gross fixed assets (Property, Plant & 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.
The HRCC 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.
COMPENSATION DISCUSSION AND ANALYSIS
2025 Proxy Statement
51
2024 Equity Awards
In 2024, the HRCC 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 HRCC.
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 HRCC 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
Stock Option
Award
($)
RSU
Award
($)
Target Value
2024-2026
PSU Award
($)
Mr. David S. Regnery
3,200,000
3,200,000
6,400,000
Mr. Christopher J. Kuehn
875,000
875,000
1,750,000
Mr. Donald E. Simmons
437,500
437,500
875,000
Mr. Paul A. Camuti
375,000
375,000
750,000
Mr. Evan M. Turtz
350,000
350,000
700,000
2022-2024 Performance Share Units Payout
As discussed above, PSUs for the three-year 2022-2024 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 32.3% for the
2022-2024 period, which ranked at the 78th 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 101.96% for the 2022-2024
period, which ranked at the 84th percentile of the companies in the S&P 500 Industrials Index.
PSUs for the 2022-2024 performance cycle achieved 200% of target levels as summarized in the table below.
Performance Metric
Company
Performance
Percentile
Rank
Metric
Payout
Weighting
Payout
Level
Relative CROIC
32.3%
78th
200%
50%
100%
Relative TSR
101.96%
84th
200%
50%
100%
Total Award Payout Percentage:
200%
COMPENSATION DISCUSSION AND ANALYSIS
52
Outperformance Incentive Program
On February 6, 2024, the HRCC approved the adoption of a special three-year Outperformance Incentive Program. The purpose of this
program is to drive the Company towards exceptional, profitable revenue growth by setting ambitious stretch goals that surpass top-quartile
performance, thereby accelerating our momentum. This self-funding program is designed to reward extraordinary results achieved by our
executive officers and other senior leaders by offering the opportunity to earn additional incentive-based cash compensation, beyond what is
achievable under the Company’s existing AIM Program, further aligning their interests with those of our shareholders.
The Outperformance Incentive Program will run from January 1, 2024, through December 31, 2026, and is based on the Company’s ability to
achieve outsized revenue growth over this three-year period. Revenue Growth target percentages are fixed, and attainment is measured by the
number of basis points achieved beyond the maximum revenue target set by the HRCC under the AIM Program, averaged over the
Performance Period. The cash value earned ranges from 0% to 200% of target, with no payouts if the Company does not achieve revenue
growth from the beginning to the end of the performance period. No benefit accrues if Enterprise Organic Leverage (defined as the ratio of the
change in adjusted organic operating income (as defined below) for the current period less the prior period, divided by the change in net
organic revenues (as defined below) for the current period less the prior period) is less than 25% in the respective performance year. Adjusted
organic operating income is a non-GAAP metric composed of adjusted operating income as reported externally in the Company’s Earnings
Release, and adjusted further for the impact of currency, acquisitions and divestitures. Organic revenue is a non-GAAP metric defined as GAAP
net revenues adjusted for the impact of currency, acquisitions, and divestitures. Threshold, target, and maximum payout levels for the NEOs
are illustrated in the table below.
Name
Threshold ($)(a)
Target ($)(a) Maximum ($)(a)
Mr. David S. Regnery
750,000
3,000,000
6,000,000
Mr. Christopher J. Kuehn
150,000
600,000
1,200,000
Mr. Donald E. Simmons
150,000
600,000
1,200,000
Mr. Paul A. Camuti(b)
150,000
600,000
1,200,000
Mr. Evan M. Turtz
150,000
600,000
1,200,000
(a)
Revenue growth of 0.25%, 1.00%, and 2.00% above the AIM Revenue maximum performance level, or for fiscal year 2024, $19,628M, $19,775M, and $19,971M
respectively, will generate payouts of 25% at Threshold performance, 100% at Target performance, and 200% at Maximum performance. The Company’s revenue
growth achieved during 2024 would equate to a potential average payout of 166% of target based solely on the first of three years of the program. However, all payouts
are contingent upon a three-year requirement during which the Company must achieve specified revenue targets from the start to the end of the performance period.
Consequently, no payouts under the program are vested.
(b)
Accrued payout, if achieved at the end of the three-year performance period, will be prorated for Mr. Camuti in line with his retirement date of December 31, 2024.
COMPENSATION DISCUSSION AND ANALYSIS
2025 Proxy Statement
53
VI. Other Compensation and Tax Matters
Retirement Programs and Other Benefits
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. Employees receive a basic employer contribution
equal to two percent of eligible compensation in addition to the Company’s matching contribution. 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.
We maintain qualified and nonqualified defined benefit pension plans for our employees hired before July 1, 2012, 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 B (“Pension Plan”), the Trane Technologies Supplemental Pension Plan (the “Supplemental Pension
Plan I”) and the Trane Technologies Supplemental Pension Plan II (“Supplemental Pension Plan II” and, together with the Supplemental Pension
Plan I, the “Supplemental Pension Plans”) and our supplemental executive retirement plan (the Key Management Supplemental Program
(“KMP”)). Effective as of December 31, 2022, accruals in the Pension Plan and the Supplemental Pension Plans have ceased for all employees.
In addition, in 2022, the HRCC elected to close the KMP to new entrants; however, current participants continue to accrue benefits. Refer to
the Pension Benefits table and accompanying narrative for additional details on these programs.
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 I and the EDCP I, were created. The mirror plans are the
Trane Technologies Supplemental Pension Plan II 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, balances accrued through December 31, 2004 are maintained separately from balances accrued after that date.
We provide our NEOs with the opportunity to participate in other benefits such as executive health and financial planning, which we believe are
consistent with prevailing market practices and those of our peer companies. In addition, for security and safety reasons and to maximize his
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. These other benefits and their incremental
cost to the Company are reported in “All Other Compensation” shown in the Summary Compensation Table.
Severance Arrangements
In connection with 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. 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 the employment agreement for Mr. Regnery 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 this Proxy Statement.
COMPENSATION DISCUSSION AND ANALYSIS
54
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 Incentive Stock Plan of
2018 (“2018 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 HRCC 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 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 HRCC. 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 HRCC approves and grants our regular annual equity awards, including any annual stock option awards, on the date of the HRCC's
February meeting, which is generally scheduled at least 18 months in advance and is held following the public release of our annual earnings
results. Neither the Board nor the HRCC takes any material non-public information into account when determining the timing or terms of such
awards. The grant date is never selected or changed to increase the value of stock options or other equity awards for executives. The
Company does not time the disclosure of any material non-public information for the purpose of affecting the value of executive compensation.
The following table contains information required by Item 402(x)(2) of Regulation S-K regarding stock options granted to our NEOs in the last
completed fiscal year during the period from four business days before to one business day after the filing of the Company’s Annual Report on
Form 10-K. The Company did not grant any stock options to our NEOs in the last completed fiscal year during the period from four business
days before to one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q, or the filing or furnishing of any
Current Report on Form 8-K that disclosed material nonpublic information.
Name
Grant Date
Number of
securities
underlying
the award
(#) (a)
Exercise price
of the award
($/Sh) (b)
Grant date
fair value of
the award
($) (c)
Percentage change in the closing market price
of the securities underlying the award between
the trading day ending immediately prior to the
disclosure of material nonpublic information and
the trading day beginning immediately following
the disclosure of material nonpublic information
Mr. David S. Regnery
2/6/2024
41,711
270.23
3,200,068
<1%
Mr. Christopher J. Kuehn
2/6/2024
11,406
270.23
875,068
<1%
Mr. Donald E. Simmons
2/6/2024
5,703
270.23
437,534
<1%
Mr. Paul A. Camuti
2/6/2024
4,888
270.23
375,007
<1%
Mr. Evan M. Turtz
2/6/2024
4,563
270.23
350,073
<1%
(a)
The amounts in this column reflect the stock option awards.
(b)
Stock options were granted under the Company’s 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.
(c)
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 2024 Form 10-K.
COMPENSATION DISCUSSION AND ANALYSIS
2025 Proxy Statement
55
Clawback/Recoupment Policy
To further align the interests of our employees and our shareholders, our Board of Directors has implemented a clawback/recoupment policy in
accordance with SEC rules and NYSE listing standards to ensure that any excess incentive-based compensation awarded to current or former
executive officers is able to be recovered should the Company be required to prepare an accounting restatement due to material
noncompliance with any of the financial reporting requirements under the securities laws. Excess incentive-based compensation in the policy
means the amount of any cash or equity incentive-based compensation received by such executive officer based on the material non-
compliance with a financial reporting requirement that exceeds the amount of incentive-based compensation that otherwise would have been
received in the absence of the accounting restatement, without regard to taxes paid on such incentive-based compensation. Furthermore, the
policy grants discretion to the HRCC to direct the Company to recover all or any portion of any cash or equity-based awards previously paid to
any other current or former employee of the Company whose conduct or misconduct either resulted in, or could potentially result, in any form
of reputational or financial harm to the Company. The policy recognizes exceptions to the requirement to recover excess incentive-based
compensation arising from an accounting restatement in the event (i) the direct costs to recover the excess incentive-based compensation
would exceed the amount of recovery, (ii), recovery of such excess incentive-based compensation would violate home-country law where the
law was adopted prior to November 28, 2022, or (iii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to meet the
requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. The HRCC has responsibility for overseeing the
clawback/recoupment policy, and periodically reviews the policy to ensure alignment with applicable law, industry best practices, and
Company values. For further information on the Company’s clawback/recoupment policy, please refer to the Company’s Annual Report on
Form 10-K, which was filed with the SEC on February 6, 2025, and available on the Company’s website at
https://investors.tranetechnologies.com/.
Insider Trading Policy
The Company maintains an Insider Trading Policy that is reasonably designed to promote compliance with insider trading laws, rules,
regulations, and NYSE listing standards. The policy is applicable to all directors, officers, employees, agents or advisors of the Company and its
subsidiaries in and outside of the United States, and also applies to related persons of any of the foregoing. It is also the policy of the Company
to comply with all applicable securities laws when transacting in its own securities, The full text of the Insider Trading Policy was filed as Exhibit
19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 6,
2025, and available on the Company’s website at https://investors.tranetechnologies.com/.
COMPENSATION DISCUSSION AND ANALYSIS
56
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. We use a multiple of base salary approach to determine our share
ownership requirements.
The requirements are as follows:
Position
Individual
Ownership
Requirement
(Multiple of Base
Salary)
Average Actual
Multiple of Base
Salary(a)
Chair and Chief Executive Officer
6
27.4
Chief Financial Officer
4
20.8
Executive Vice Presidents, Senior Vice Presidents and Group Presidents
3
10.1
Business Unit Presidents (Officers) and Chief Accounting Officer
2
5.7
(a)
Based on the closing price on the record date of $338.33.
These ownership requirements have been met by all the NEOs who continue to be employed by the Company as of the record date.
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, 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.
COMPENSATION DISCUSSION AND ANALYSIS
2025 Proxy Statement
57
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, 2024.
HUMAN RESOURCES AND COMPENSATION COMMITTEE
Kirk E. Arnold (Chair)
John A. Hayes
Ana P. Assis
Linda P. Hudson
April Miller Boise
58
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, 2024, 2023 and 2022.
Summary Compensation Table
Name and
Principal Position
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
($)
D. S. Regnery
Chair and Chief
Executive Officer
2024 1,456,250
— 11,066,231 3,200,068
4,867,500
6,923,052
700,686 28,213,787
2023 1,362,500
— 9,487,257 2,875,006
4,059,149
4,487,670
584,762 22,856,344
2022 1,237,500
— 6,082,088 2,000,006
3,029,377
—
421,224 12,770,195
C. J. Kuehn
Executive Vice President
and Chief Financial Officer
2024 899,185
— 3,025,879 875,068
1,800,000
523,725
206,262 7,330,119
2023 812,500
— 2,337,454 756,293
1,494,999
401,595
184,861 5,987,702
2022 762,500
— 1,900,662 625,024
1,252,143
—
172,830 4,713,159
D. E. Simmons(g)
Group President, Americas
2024 699,185
— 1,512,939 437,534
1,190,000
842,860
155,563 4,838,081
P. A. Camuti
Executive Vice President
and Chief Technology
and Sustainability Officer
2024 692,500
— 1,297,072 375,007
1,148,469
1,063,929
158,491 4,735,468
2023 662,500
— 1,237,754 375,009
903,002
407,574
130,229 3,716,068
2022 633,750
— 1,140,634 375,015
799,021
—
103,565 3,051,985
E. M. Turtz
Senior Vice President
and General Counsel
2024 630,000
— 1,210,767 350,073
851,218
373,962
120,066 3,536,086
2023 622,500
— 1,155,192 350,005
599,359
425,624
117,906 3,270,586
2022 593,750
— 1,064,548 350,035
616,891
—
91,407 2,716,631
(a)
Pursuant to the EDCP II, a portion of a participant’s annual salary may be deferred into a number of investment options. For 2024, Mr. Turtz elected to defer 11% 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 2024 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 2024-2026 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
Maximum Grant Date
Value of PSU Awards
($)
D. S. Regnery
15,732,334
C. J. Kuehn
4,301,748
D. E. Simmons
2,150,874
P. A. Camuti
1,843,986
E. M. Turtz
1,721,098
2025 Proxy Statement
59
(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 2024 Form 10-K. Please see “2024 Grants of Plan-Based Awards” and
“Outstanding Equity Awards at December 31, 2024” 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
2024, Mr. Kuehn and Mr. Turtz each elected to defer 15% 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)
This column represents the change in pension value for our NEOs under the Pension Plan, Supplemental Pension Plans, and the KMP, as applicable. The change in
pension benefits value is attributed to changes in eligible pay (including the annual AIM Award and any salary increases) and an additional year of service, excluding
D. Regnery, who has reached the maximum service limit in the KMP. 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. Participants do not earn above-market interest in any year.
(f)
The following table summarizes the components of this column for fiscal year 2024:
Name
Company
Contributions
($)(1)
Tax
Assistance
($)(2)
Personal use
of Aircraft
($)(3)
Company Cost
For Life
Insurance/LTD
($)
Executive
Health
Program
($)(4)
Financial
Planning
($)
Other
Benefits
($)(5)
Total
($)
D. S. Regnery
441,232
96,693
135,900
12,296
6,225
8,340
—
700,686
C. J. Kuehn
191,535
—
—
3,784
4,403
5,540
1,000
206,262
D. E. Simmons
130,935
—
—
3,705
4,344
9,000
7,579
155,563
P. A. Camuti
127,640
—
—
6,822
4,511
3,364
16,154
158,491
E. M. Turtz
98,349
—
—
5,445
7,933
8,340
—
120,066
(1)
Represents Company contributions under the Company’s ESP and Supplemental ESP.
(2)
The amount for Mr. Regnery represents tax equalization payments related to Irish taxes owed on $372,500, which is the portion of his income that is allocated to his
role as a Director of the Company. Without these payments, Mr. Regnery would be subject to double taxation on this amount since he is already paying U.S. taxes
on this income.
(3)
For 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 his 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. Under the Company’s aircraft use policy, the HRCC 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 2024, the amount for Mr. Regnery includes
$7,353 for such business-related travel.
(4)
The amount includes medical services provided through an on-site physician under the Executive Health Program for all NEOs. For Mr. Regnery the amount also
includes the estimated year-over-year increase in the value of the retiree medical plan, calculated based on the methods used for financial statement as he is the
only NEO eligible for the subsidized retiree medical plan upon retirement.
(5)
These amounts include: (i) product rebates and Company-branded items, (ii) spousal travel to a business meeting in February 2024 for Mr. Simmons, and (iii) for Mr.
Camuti a one-time payout of $16,154 for accrued, unused vacation.
(g)
Mr. Simmons became a NEO in 2024, therefore the table summarizes his compensation for 2024.
EXECUTIVE COMPENSATION
60
2024 Grants of Plan-Based Awards
The following table shows all plan-based awards granted to the NEOs during fiscal 2024. This table is supplemental to the Summary
Compensation Table and is intended to complement the disclosure of equity awards and grants made under non-equity incentive plans in the
Summary Compensation Table. For additional information regarding outstanding awards, please see the “Outstanding Equity Awards at
December 31, 2024” table.
Name
Grant
Date
Estimated Future Payouts Under
Non-Equity Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(c)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(c)
Exercise
or Base
Price of
Option
Awards
($/Sh)(d)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(e)
Threshold
($)(a)
Target
($)(a)
Maximum
($)(a)
Threshold
(#)(b)
Target
(#)(b)
Maximum
(#)(b)
D. S. Regnery
AIM
— 730,125 2,433,750 4,867,500
—
—
—
—
—
—
—
Outperformance
Incentive Program
— 750,000 3,000,000 6,000,000
—
—
—
—
—
—
—
PSUs (2024-2026)
2/6/2024
—
—
—
5,921 23,684
47,368
—
—
— 7,866,167
Options
2/6/2024
—
—
—
—
—
—
—
41,711 270.23 3,200,068
RSUs
2/6/2024
—
—
—
—
—
—
11,842
—
— 3,200,064
C. J. Kuehn
AIM
— 270,000 900,000 1,800,000
—
—
—
—
—
—
—
Outperformance
Incentive Program
— 150,000 600,000 1,200,000
—
—
—
—
—
—
—
PSUs (2024-2026)
2/6/2024
—
—
—
1,619 6,476
12,952
—
—
— 2,150,874
Options
2/6/2024
—
—
—
—
—
—
—
11,406 270.23
875,068
RSUs
2/6/2024
—
—
—
—
—
—
3,238
—
—
875,005
D. E. Simmons
AIM
— 178,500 595,000 1,190,000
—
—
—
—
—
—
—
Outperformance
Incentive Program
— 150,000 600,000 1,200,000
—
—
—
—
—
—
—
PSUs (2024-2026)
2/6/2024
—
—
—
810 3,238
6,476
—
—
— 1,075,437
Options
2/6/2024
—
—
—
—
—
—
—
5,703 270.23
437,534
RSUs
2/6/2024
—
—
—
—
—
—
1,619
—
—
437,502
P. A. Camuti
AIM
— 178,500 595,000 1,190,000
—
—
—
—
—
—
—
Outperformance
Incentive Program
— 150,000 600,000 1,200,000
—
—
—
—
—
—
—
PSUs (2024-2026)
2/6/2024
—
—
—
694 2,776
5,552
—
—
—
921,993
Options
2/6/2024
—
—
—
—
—
—
—
4,888 270.23
375,007
RSUs
2/6/2024
—
—
—
—
—
—
1,388
—
—
375,079
E. M. Turtz
AIM
— 132,300 441,000 882,000
—
—
—
—
—
—
—
Outperformance
Incentive Program
— 150,000 600,000 1,200,000
—
—
—
—
—
—
—
PSUs (2024-2026)
2/6/2024
—
—
—
648 2,591
5,182
—
—
—
860,549
Options
2/6/2024
—
—
—
—
—
—
—
4,563 270.23
350,073
RSUs
2/6/2024
—
—
—
—
—
—
1,296
—
—
350,218
(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
CD&A under the heading “Annual Incentive Matrix Program” for a description of the HRCC’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 2025, based on performance in 2024. 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 2024 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.
EXECUTIVE COMPENSATION
2025 Proxy Statement
61
The target award levels for the special three-year Outperformance Incentive Program were established in February 2024. The Outperformance Incentive Program will run
from January 1, 2024, through December 31, 2026, and is based on the Company’s ability to achieve outsized revenue growth over this three-year period. Refer to
CD&A under the heading “Outperformance Incentive Program” for a description of the HRCC’s process for establishing the Outperformance Incentive 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. The cash value earned ranges from 0% to 200% of target, with no payouts if the Company does not achieve revenue growth from the beginning to
the end of the performance period. No benefit accrues if Enterprise Organic Leverage (as defined in CD&A under the heading “Outperformance Incentive Program”) is
less than 25% in the respective performance year.
(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 HRCC’s process for establishing PSP target award levels and the terms of PSU
awards, please refer to CD&A under the heading “Long-Term Incentive Program” and the “Post-Employment Benefits” section below.
(c)
The amounts in these columns reflect the stock option and RSU awards. For a description of the HRCC’s process for determining stock option and RSU awards and the
terms of such awards, see CD&A under the heading “Long-Term Incentive Program” and the “Post-Employment Benefits” section below.
(d)
Stock options were granted under the Company’s 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 2024 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.
EXECUTIVE COMPENSATION
62
Outstanding Equity Awards at December 31, 2024
Option Awards
Stock Awards
Name
Grant
Date
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)
D. S. Regnery
2/7/2017
22,497
— $ 62.53
2/6/2027
2/6/2018
43,778
— $ 70.22
2/5/2028
2/5/2019
48,091
— $ 78.97
2/4/2029
3/9/2020
38,946
— $ 105.28
3/8/2030
2/8/2021
26,316
— $ 148.98
2/7/2031
7/1/2021
19,434
— $ 186.20 6/30/2031
2/1/2022
37,150
18,576 $ 167.18 1/31/2032
3,988 $ 1,472,968
23,927 $
17,674,875
2/7/2023
20,007
40,014 $ 180.45
2/6/2033
10,622 $ 3,923,236
31,865 $
23,538,676
2/6/2024
—
41,711 $ 270.23
2/5/2034
11,842 $ 4,373,843
23,684 $
13,121,528
C. J. Kuehn
3/9/2020
26,963
— $ 105.28
3/8/2030
2/8/2021
20,243
— $ 148.98
2/7/2031
2/1/2022
11,610
5,805 $ 167.18 1/31/2032
1,247 $
460,579
7,477 $
5,523,260
2/7/2023
5,263
10,526 $ 180.45
2/6/2033
2,794 $ 1,031,964
7,620 $
5,628,894
2/6/2024
—
11,406 $ 270.23
2/5/2034
3,238 $ 1,195,955
6,476 $
3,587,866
D. E. Simmons
3/9/2020
3,571
— $ 105.28
3/8/2030
2/8/2021
8,435
— $ 148.98
2/7/2031
2/1/2022
5,108
2,555 $ 167.18 1/31/2032
549 $
202,773
2,991 $
2,209,452
2/7/2023
2,296
4,594 $ 180.45
2/6/2033
1,220 $
450,607
3,326 $
2,456,916
2/6/2024
—
5,703 $ 270.23
2/5/2034
1,619 $
597,978
3,238 $
1,793,933
P. A. Camuti
2/6/2018
7,880
— $ 70.22
2/5/2028
2/5/2019
22,810
— $ 78.97
2/4/2029
3/9/2020
22,469
— $ 105.28
3/8/2030
2/8/2021
13,918
— $ 148.98
2/7/2031
2/1/2022
6,966
3,483 $ 167.18 1/31/2032
748 $
276,274
4,487 $
3,314,547
2/7/2023
2,609
5,220 $ 180.45
2/6/2033
1,386 $
511,919
4,157 $
3,070,776
2/6/2024
—
4,888 $ 270.23
2/5/2034
1,388 $
512,658
2,776 $
1,537,973
E. M. Turtz
2/8/2021
10,122
— $ 148.98
2/7/2031
2/1/2022
6,502
3,251 $ 167.18 1/31/2032
698 $
257,806
4,188 $
3,093,676
2/7/2023
2,435
4,872 $ 180.45
2/6/2033
1,294 $
477,939
3,880 $
2,866,156
2/6/2024
—
4,563 $ 270.23
2/5/2034
1,296 $
478,678
2,591 $
1,435,479
(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 stock 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 $369.35, the closing market price of the Company’s ordinary shares on the NYSE at December 31, 2024. For Equity
Incentive Plan awards, the payout value includes an estimated payout factor.
(e)
This column represents the target number of unvested and unearned PSUs. PSUs vest upon the completion of a three-year performance period. The actual number of
shares an NEO will receive, if any, is subject to achievement of the performance goals as certified by the HRCC, and continued employment.
EXECUTIVE COMPENSATION
2025 Proxy Statement
63
2024 Option Exercises and Stock Vested
The following table provides information regarding the amounts received by each NEO upon exercise of stock options, the vesting of RSUs or
the vesting of PSUs during the fiscal year ended December 31, 2024:
Option Awards
Stock Awards
Name
Number of
Shares
Acquired on
Exercise
(#)
Value
Realized on
Exercise
($)(a)
Number of
Shares
Acquired on
Vesting
(#)
Value
Realized on
Vesting
($)
D. S. Regnery
29,450
8,312,480
48,048
13,547,365
C. J. Kuehn(b)
21,616
6,050,266
10,699
2,985,928
D. E. Simmons
—
—
8,431
2,370,410
P. A. Camuti
19,447
4,911,727
12,434
3,497,410
E. M. Turtz(c)
8,988
1,941,590
7,051
1,975,139
(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)
Mr. Kuehn elected to defer the shares acquired upon the vesting of his PSU award on February 28, 2024 into the Company’s EDCP II. Mr. Kuehn deferred 6,713 shares
having a value of $1,904,075. Mr. Kuehn’s cash dividends of $53,973 that had accrued on the deferred PSU award were also deferred under the EDCP II. Please see
“2024 Nonqualified Deferred Compensation” for more information about the terms of the Company’s EDCP.
(c)
Mr. Turtz elected to defer a portion of the shares acquired upon the vesting of his PSU award on February 28, 2024 into the Company’s EDCP II. Mr. Turtz deferred
1,679 shares having a value of $476,232. Mr. Turtz’s cash dividends of $13,499 that had accrued on the deferred PSU award were also deferred under the EDCP II.
Please see “2024 Nonqualified Deferred Compensation” for more information about the terms of the Company’s EDCP.
2024 Pension Benefits
The NEOs participate in one or more of the following defined benefit plans:
• the Pension Plan;
• the Supplemental Pension Plans; and
• 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 July 1, 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 cease accruing additional benefits in the Pension Plan effective January 1, 2013, and in lieu of further accruals in the Pension Plan, receive
an annual non-elective employer contribution equal to two percent 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’s 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 after June 30, 2012, and no further benefits will
accrue to any Supplemental Plan participant for service performed after December 31, 2022.
EXECUTIVE COMPENSATION
64
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 began
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. In 2022, the HRCC made the decision
to close the KMP to new entrants effective immediately. Each of the NEOs participates in the KMP.
The table below represents the estimated present value of defined benefits for the plans in which each NEO participates.
Name
Plan Name
Number
of Years
Credited
Service
(#)(a)
Present
Value of
Accumulated
Benefit
($)(b)
D. S. Regnery(c)
Pension Plan
37.42
564,659
Supplemental Pension Plan I
19.42
385,327
Supplemental Pension Plan II
37.42
3,060,930
KMP
30
22,675,002
C. J. Kuehn
KMP
9.58
2,039,278
D. E. Simmons
Pension Plan
20.25
189,072
Supplemental Pension Plan II
20.25
487,677
KMP
23.67
3,440,943
P. A. Camuti
Pension Plan
11.42
173,100
Supplemental Pension Plan II
11.42
522,415
KMP
12.50
3,696,704
E. M. Turtz
Pension Plan
18.58
202,693
Supplemental Pension Plan II
18.58
393,221
KMP
20.58
2,864,800
(a)
Under 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 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 the Pension Plan and
Supplemental Pension Plan I and II are through December 31, 2022 and the KMP is the years of credited service through December 31, 2024. The years of credited
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 present value of the accumulated benefits is calculated under each plan using the following
assumptions: (i) a discount rate of 5.64% for the Pension Plan; (ii) a discount rate of 5.32% for the Supplemental Pension Plans and KMP; (iii) retirement at age 65 and
(iv) the 2006 rates underlying the RP-2014 mortality tables projected to the 2014 base year using the MP-2017 projection scale and further projected generationally using
the MP-2020 projection scale. For the Supplemental Pension Plans and the KMP, additional assumptions include payment in a lump sum.
(c)
Under the provisions of the KMP, Mr. Regnery’s service is capped at 30 years.
EXECUTIVE COMPENSATION
2025 Proxy Statement
65
2024 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 five, 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
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
($)(d)
D. S. Regnery
EDCP
2,435,489
—
523,992
(157,927) 11,817,731
Supplemental ESP
413,632
66,407
— 2,413,624
C. J. Kuehn
EDCP
2,331,797
—
4,535,574
— 14,869,239
Supplemental ESP
—
163,935
111,221
—
971,465
D. E. Simmons
EDCP
—
—
—
—
—
Supplemental ESP
—
103,335
529,614
— 1,737,321
P. A. Camuti
EDCP
—
—
6,327,127
— 18,250,014
Supplemental ESP
—
100,040
97,191
—
993,934
E. M. Turtz
EDCP
618,442
—
1,435,998
— 5,254,391
Supplemental ESP
—
70,749
141,324
—
741,942
(a)
The annual deferrals (salary, AIM and PSP) are all reflected in the Salary column, the Non-Equity Incentive Plan column and the Stock Awards column, respectively of the
Summary Compensation Table.
(b)
All of the amounts reflected in this column are included in the All Other Compensation column of the Summary Compensation Table.
(c)
Amounts in this column include gains and losses on investments, as well as dividends on ordinary shares or ordinary share equivalents. None of the earnings or losses
reported in this column are included in the Summary Compensation Table.
(d)
The following table reflects the amounts reported in this column as compensation to the NEOs in the Company’s Summary Compensation Table in Proxy Statements for
prior years. Each of Mr. Regnery, Mr. Kuehn, Mr. Simmons, Mr. Camuti, and Mr. Turtz became NEOs and therefore had their compensation reported in the Company’s
Proxy Statements beginning with fiscal years 2017 (Regnery), 2020 (Kuehn), 2024 (Simmons), 2019 (Camuti), and 2021 (Turtz).
Name
EDCP
($)
Supplemental ESP
($)
D. S. Regnery
5,062,706
887,228
C. J. Kuehn
5,154,878
420,044
D. E. Simmons
—
—
P. A. Camuti
—
289,780
E. M. Turtz
820,931
167,011
EXECUTIVE COMPENSATION
66
Post-Employment Benefits
The following discussion describes the compensation to which each 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 is entitled to severance in the event of his involuntary termination without cause pursuant to the terms of his employment
agreement. Under the terms of his employment agreement, Mr. Regnery is eligible for a severance payment equal to two times his annual base
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.
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, in general, 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(a)
Annual awards granted in the year of
retirement are prorated based on
time worked during the grant year.
They continue to vest according to
their original vesting schedule and
remain exercisable for a period of up
to five years following retirement.
Annual awards granted in the year of
retirement are prorated based on
time worked during the grant year.
They continue to vest according to
their original vesting schedule.
Annual awards granted in the year of
retirement are prorated based on
time worked during the grant year.
They vest based on the achievement
of performance goals through the
end of the performance period.
Group
Termination or
Job Elimination
Immediately vest in the portion of the
awards that would have vested within
twelve months of termination and
remain exercisable for up to three
years following the termination
of employment.
Immediately vest in the portion of the
awards that would have vested
within twelve months of termination.
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.
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 at target performance unless
termination occurs in the final quarter
of the performance period in which
case the awards vest based on
actual performance.
(a)
If retiree commences full-time employment with a competitor, any unvested awards will be forfeited.
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.
EXECUTIVE COMPENSATION
2025 Proxy Statement
67
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 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.
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 three times (for the Chair and CEO), two and one-half times (for Mr. Kuehn and
Mr. Turtz) or two times (for Mr. Simmons) 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.
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, Mr. Regnery, two and one-half years for Mr. Kuehn and Mr. Turtz and two years for Mr.
Simmons). 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 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 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 KMP. In addition, the “final average pay” under the KMP would be calculated as 33.33% of his severance benefit under the
change-in-control agreement in the case of Mr. Regnery, 40% of the severance benefit under the change-in-control agreement in the case of
Mr. Kuehn and Mr. Turtz and 50% for Mr. Simmons. These percentages reflect an annualized value of severance payments that would be
provided in accordance with their respective agreements.
Under the Company’s Incentive Stock Plan of 2018 (“2018 Plan”), time-based awards will only vest and become exercisable or payable, as
applicable, on a change in control (as defined in the 2018 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 HRCC 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 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 HRCC.
EXECUTIVE COMPENSATION
68
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, 2024, the value of cash severance for NEOs was: Mr. Regnery, $9,771,875;
Mr. Kuehn, $3,600,000; Mr. Simmons, $2,590,000; and Mr. Turtz, $2,142,000.
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 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, 2024, the value of unvested equity awards was: Mr. Regnery,
$50,653,883; Mr. Kuehn, $12,418,960; Mr. Simmons, $5,524,940; and Mr. Turtz, $6,703,984.
A “Major Restructuring” is defined as a reorganization, recapitalization, extraordinary stock dividend, merger, sale, spin-off or other similar
transaction or series of transactions, which individually or in the aggregate, has the effect of resulting in the elimination of all, or the majority of,
any one or more of the Company’s business segments, so long as such transaction or transactions do not constitute a “change in control” (as
defined in the applicable plan).
EXECUTIVE COMPENSATION
2025 Proxy Statement
69
2024 Post-Employment Benefits Table
The following table describes the compensation to which each of the NEOs would be entitled in the event of termination of such executive’s
employment on December 31, 2024, including termination following a change in control. The potential payments were determined under the
terms of our plans and arrangements in effect on December 31, 2024. The table does not include the pension benefits or nonqualified deferred
compensation amounts that would be paid to an NEO, which are set forth in the Pension Benefits table and the Nonqualified Deferred
Compensation table above, except to the extent that the NEO is entitled to an additional benefit as a result of the termination.
No NEOs are entitled to payment in connection with an Involuntary Termination With Cause. The table does not include Mr. Camuti, who
retired from the Company on December 31, 2024.
Name
Termination
Scenario
Severance
($)(a)
Earned
but
Unpaid
AIM
Awards
($)(b)
PSP
Award
Payout
($)(c)
Value of
Unvested
Equity
Awards
($)(d)
Enhanced
Retirement
Benefits
($)(e)
Health
Benefits
($)(f)
Outplacement
($)(g)
Total
($)
D. S. Regnery
Voluntary Resignation/
Retirement
— 4,867,500 25,435,288 25,218,595
—
—
— 55,521,383
Involuntary without
Cause
2,950,000 9,735,000 25,435,288 25,218,595
—
—
11,400 63,350,283
Change in Control
16,381,026 4,059,149 25,431,594 25,218,595
6,356,754 81,069
100,000 77,628,187
Death/Disability
— 4,867,500 25,435,288 25,218,595
—
—
— 55,521,383
C. J. Kuehn
Voluntary Resignation/
Retirement
—
—
—
—
—
—
—
—
Involuntary without
Cause
777,404
—
—
—
—
—
11,400
788,804
Change in Control
6,039,285 1,494,999 5,435,355 6,981,020
2,922,960 70,979
100,000 23,044,598
Death/Disability
— 1,800,000 5,437,940 6,981,020
—
—
— 14,218,960
D. E. Simmons
Voluntary Resignation/
Retirement
—
—
—
—
—
—
—
—
Involuntary without
Cause
700,000
—
—
—
—
—
11,400
711,400
Change in Control
3,277,433 937,500 2,322,842 3,200,990
3,528,596 56,312
100,000 13,423,673
Death/Disability
— 1,190,000 2,323,950 3,200,990
—
—
— 6,714,940
E. M. Turtz
Voluntary Resignation/
Retirement
— 851,218 3,459,701 3,244,283
—
—
— 7,555,202
Involuntary without
Cause
630,000 851,218 3,459,701 3,244,283
—
—
11,400 8,196,602
Change in Control
3,297,890 599,359 3,459,332 3,244,283
2,722,799 70,054
100,000 13,493,717
Death/Disability
— 851,218 3,459,701 3,244,283
—
—
— 7,555,202
(a)
For the “Involuntary without Cause” scenario, under the terms of his employment agreement, Mr. Regnery is eligible for a severance payment equal to two times his
annual base salary. For those NEOs who do not have a formal separation agreement like Mr. Regnery, 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 49 weeks rather than 52. For the amounts shown under in the “Change in Control” scenario, refer to the description of how severance
is calculated in the section above, entitled Post-Employment Benefits.
(b)
For the “Voluntary Resignation/Retirement” scenario, 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” scenario, the amount for Mr. Regnery represents the AIM award pursuant to the terms of his employment agreement;
Mr. Turtz is retirement eligible; therefore, under the terms of the AIM plan, he would be eligible to receive an AIM award depending on the circumstances and timing of
the termination. For the amounts under the “Change in Control” scenario, these amounts represent the award paid in 2024 for the 2023 performance period based on
the Change in Control agreements in place.
(c)
For the “Involuntary without Cause” scenario, 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, 2024. For the “Change in Control” scenario for the NEOs, these values represent a pro-rated payment for all outstanding awards at target.
However, under the terms of the 2018 Plan, this payment could also be made based on actual performance with the payment amount being determined by the HRCC,
EXECUTIVE COMPENSATION
70
For the “Retirement,” and “Death/Disability” scenarios, amounts represent the cash value of the prorated portion of their PSUs that vest upon such events assuming
performance at target. Amounts for each scenario are based on the closing stock price of the ordinary shares on December 31, 2024 ($369.35).
(d)
The amounts shown for “Retirement,” “Involuntary without Cause,” “Change in Control,” and “Death/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, 2024 ($369.35), 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, 2024 ($369.35)
and the relevant exercise price. However, only in the event of termination following a “Change in Control” or termination due to “Death/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 and Mr. Turtz are
retirement eligible.
(e)
In the event of a “Change in Control” and termination of the NEOs, the present value of the pension benefits under the, 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 Resignation/Retirement” and/or “Involuntary 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.
(f)
For the “Change in Control” scenario, these amounts represent the COBRA cost of health and welfare coverage (for medical, dental and vision) along with the cost of
basic life and AD&D, which is the cost for continued active coverage for the severance period. For Mr. Regnery the value shown includes the cost for retiree coverage.
(g)
For the “Involuntary without Cause” scenario, each NEO is eligible for outplacement services for a twelve-month period, not to exceed $11,400. For the “Change in
Control” scenario, the amount represents the maximum expenses the Company would reimburse the NEO for professional outplacement services.
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 as in 2023 as there were no changes to our employee
population or employee compensation arrangements during 2024 that 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, 2023. To determine our median employee, we used
annual base salary as our consistently applied compensation measure for 2023. 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 2023. We believe that annual base salary provides a reasonable estimate of
annual compensation of our employees.
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 $66,179, while our CEO’s compensation was $28,213,787.
Accordingly, our CEO Pay Ratio was 426:1.
EXECUTIVE COMPENSATION
2025 Proxy Statement
71
Pay Versus Performance
In accordance with the requirements prescribed in Item 402(v) of Regulation S-K, we are providing the following information about the
relationship between executive compensation actually paid (“CAP”) and our financial performance for the prior five fiscal years.
For this purpose, CAP is determined in accordance with SEC rules by adjusting the amounts reported in the Summary Compensation Table by
(a) subtracting the change in pension value, if any, for the year; (b) adding the pension service cost for the year; (c) subtracting the grant date
fair value of equity awards granted during the year; (d) adding the year-end fair value of unvested equity awards granted during the year; (e) for
awards granted in prior years that vested during the year, adding the difference between the vesting date fair value and the fair value at the
immediately preceding year-end; and (f) for awards granted in prior years that remain outstanding or unvested at the end of the year, adding
the difference between the year-end fair value and the fair value at the immediately preceding year-end. These adjustments are shown below.
The table below provides CAP for our principal executive officer (“PEO”) (our CEO) and an average CAP for our non-PEO named executive
officers (“NEOs”), as well as other financial information as required. Please see the CD&A above for information regarding the decisions made
by the HRCC with respect to the compensation paid to our CEO and NEOs.
Value of Initial Fixed $100
Investment Based On:
Year
Summary
Compensation
Table Total for
First PEO
($)(a)
Compensation
Actually Paid
to First PEO
($)(b)
Summary
Compensation
Table Total for
Second PEO
($)(a)
Compensation
Actually Paid to
Second PEO
($)(b)
Average
Summary
Compensation
Table Total for
non-PEO NEOs
($)(a)
Average
Compensation
Actually Paid to
non-PEO NEOs
($)(a)(b)
Total
Shareholder
Return
($)(c)
Peer Group
Total
Shareholder
Return
($)(c)
Net
Income
($M) (d)
Revenue
($M) (e)
2024
N/A
N/A
28,213,787
60,844,013
5,109,939
11,528,229
386
176 2,567.9
19,838.2
2023
N/A
N/A
22,856,344
39,508,907
3,959,165
7,902,965
252
150 2,023.9
17,677.6
2022
N/A
N/A
12,770,195
9,019,182
3,164,279
1,947,464
171
127 1,756.5
15,991.7
2021
18,253,260
46,032,830
12,888,518
20,449,001
3,813,093
8,590,730
202
134 1,423.4
14,136.4
2020
28,107,486
55,194,418
N/A
N/A
4,854,212
9,065,250
144
111
854.9
12,454.7
(a)
The First PEO represents our former CEO Mr. Lamach who became Executive Chair effective July 1, 2021 and retired December 31, 2021; the Second PEO represents
Mr. Regnery who became CEO effective July 1, 2021. The non-PEO NEOs represent the following individuals: 2020: Mr. Kuehn, Ms. Carter, Mr. Regnery, Ms. Avedon,
and Mr. Camuti; 2021: Mr. Kuehn, Ms. Avedon, Mr. Camuti and Mr. Turtz; 2022 and 2023: Mr. Kuehn, Mr. Camuti, Mr. Turtz and Mr. Pittard; 2024: Mr. Kuehn, Mr.
Simmons, Mr. Camuti and Mr. Turtz. The amounts shown for each PEO are the amounts reported in the “Total” column of the Summary Compensation Table for the
applicable year. The amounts shown for the non-PEO NEOs are the average of amounts reported in the “Total” column of the Summary Compensation Table for the
applicable year for NEOs other than the PEO.
(b)
The following table provides the calculation required to determine CAP in accordance with SEC rules. The CAP amounts reflected do not reflect the actual amount of
compensation earned by or paid to our NEOs. The fair values reflected in the Equity Compensation section are calculated in a manner consistent with the methodology
used to account for share-based payments in our financial statements, as described in Note 14 to the 2024 Form 10-K. To determine equity award fair values for
purposes of calculating CAP in accordance with SEC rules, adjustments were made based on the stock price, updated Black-Scholes stock option assumptions, and
estimated Performance Share Unit payouts as of the year-end and vesting measurement dates.
Pension Compensation
Equity Compensation
Fiscal
Year
(FY)
Summary
Compensation
Table (SCT)
Total
($)
LESS SCT
Aggregate
Change in the
Actuarial
Present Value of
All Defined
Benefit and
Actuarial
Pension Plans
($)(1)
PLUS Service
Cost and Prior
Service Cost
($)
LESS SCT Grant
Date Fair Value
of Equity Awards
Granted in FY
($)(2)
PLUS Fair Value
of Outstanding
Equity Awards
Granted in FY
($)
PLUS Change
in Fair Value of
Equity Awards
from Prior
Years That
Vested in FY
($)
PLUS Change in
Fair Value of
Outstanding
Equity Awards
from Prior Years
($)
Compensation
Actually Paid
(CAP) Total
($)
First PEO
M. W. Lamach
2021
18,253,260
920,815
2,165,012
11,417,703
12,915,519
1,898,863
23,138,694
46,032,830
2020
28,107,486
11,591,666
1,584,239
11,762,881
19,402,771
4,924,066
24,530,403
55,194,418
Second PEO
D. S. Regnery
2024
28,213,787
6,923,052
—
14,266,299
22,671,812
3,230,412
27,917,353
60,844,013
2023
22,856,344
4,487,670
—
12,362,263
19,977,180
830,633
12,694,683
39,508,907
2022
12,770,195
—
479
8,082,094
8,790,912
(3,480,220)
(980,090)
9,019,182
2021
12,888,518
2,695,010
3,454
6,673,971
9,239,470
634,638
7,051,902
20,449,001
Average non-
PEO NEOs
2024
5,109,939
701,119
266,097
2,271,085
3,609,208
678,407
4,836,782
11,528,229
2023
3,959,165
427,215
203,342
1,781,423
2,880,864
327,356
2,740,876
7,902,965
2022
3,164,279
—
287,386
1,558,144
1,695,006
(1,305,293)
(335,770)
1,947,464
2021
3,813,093
309,031
457,055
1,822,743
3,002,913
181,250
3,268,193
8,590,730
2020
4,854,212
1,634,400
248,316
1,783,574
2,941,593
711,361
3,727,742
9,065,250
(1)
As reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” of the Summary Compensation Table for each applicable year.
(2)
As reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for each applicable year.
EXECUTIVE COMPENSATION
72
(c)
Reflects the cumulative Total Shareholder Return for Trane Technologies and the Standard & Poor’s 500 Industrials Index, which is the peer group used in the
Performance Graph required under Item 201(e) of Regulation S-K shown in Item 5 of our 2024 Form 10-K. Assumes an initial investment of $100 on December 31, 2019
(adjusted for our Reverse Morris Trust transaction that closed on February 29, 2020) and reinvestment of dividends.
(d)
As reflected in the Company’s Consolidated Statement of Earnings included in the Form 10-K for each fiscal year.
(e)
The Company Selected Measure (“CSM”) is Net Revenues for Products and Services (“Revenue”) as reported in the Company’s Consolidated Statement of Earnings
included in the Company’s Annual Report on Form 10-K for each fiscal year. The revenue performance targets and results related to executive compensation within our
AIM program are not the same as the Revenue listed for the CSM. Revenue results related to AIM are further adjusted for the impact of acquisitions and/or divestitures,
foreign exchange, 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. All adjustments are reviewed and approved by the HRCC.
Relationships between Pay and Various Metrics
In accordance with regulatory requirements, the graphs below reflect the relationships of PEO and Average Non-PEO NEO CAP over the prior
four fiscal years to (i) Company TSR and Peer Group TSR, (ii) Net Income, and (iii) Revenue, our Company Selected Measure.
CAP VS TT AND PEER GROUP TSR
CAP VS NET INCOME
CAP VS REVENUE
EXECUTIVE COMPENSATION
2025 Proxy Statement
73
$0
$20
$40
$60
$80
$100
First PEO CAP
Second PEO CAP
Avg Non-PEO NEO CAP
Company TSR
Peer TSR
2024
2023
2022
2021
2020
2019
$144
$111
$202
$171
$127
$150
$176
$60.8
$386
$11.5
$252
$46.0
$39.5
$7.9
CAP ($M)
$0
$80
$160
$240
$320
$400
$9.1
$134
$8.6
$9.0
$1.9
$20.4
$100
$55.2
TSR
$0
$20
$40
$60
$80
$100
2024
2023
2022
2021
2020
$855
$1.9
$11.5
$1,423
$1,757
$2,024
$2,568
$46.0
$20.4
$39.5
$7.9
CAP ($M)
NET INCOME ($M)
$0
$600
$1,200
$1,800
$2,400
$3,000
First PEO CAP
Second PEO CAP
Avg Non-PEO NEO CAP
Net Income
$9.1
$8.6
$9.0
$60.8
$55.2
CAP ($M)
REVENUE ($M)
First PEO CAP
Second PEO CAP
Avg Non-PEO NEO CAP
Revenue
$0
$20
$40
$60
$80
$100
2024
2023
2022
2021
2020
$1.9
$11.5
$14,136
$15,992
$17,678
$19,838
$46.0
$20.4
$39.5
$7.9
$0
$4,000
$8,000
$12,000
$16,000
$20,000
$9.1
$8.6
$9.0
$12,455
$60.8
$55.2
Performance Measures
We used the following unranked performance measures to link executive compensation actually paid to Company performance for the most
recently completed fiscal year.
Financial Measures
Revenue
Adjusted EBITDA
Free Cash Flow
Relative 3-Year Total Shareholder Return Percentile Ranking
Relative Cash Flow Return on Invested Capital Percentile Ranking
Additional information about the performance measures used to calculate PEO and NEO compensation can be found in the discussions of our
short-term and long-term incentive programs in the CD&A under the headings “Annual Incentive Matrix (‘AIM’) Program” and “Long-Term
Incentive Program (‘LTI’)”. We believe the Company’s executive compensation program appropriately rewards our PEO and the other NEOs for
Company and individual performance, assists the Company in retaining our senior leadership team and supports long-term value creation for
our shareholders. These values demonstrate alignment of interests of our PEO and the other NEOs and our stockholders.
EXECUTIVE COMPENSATION
74
Equity Compensation Plan Information
The following table provides information as of December 31, 2024, with respect to the Company’s ordinary shares that may be issued under
equity compensation plans:
Plan Category
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)
Equity compensation plans approved by
security holders(a)
3,332,715
$137.46
10,481,890
Equity compensation plans not approved by
security holders(b)
342,585
—
—
Total
3,675,300
(a)
Consists of the Incentive Stock Plan of 2013 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.
EXECUTIVE COMPENSATION
2025 Proxy Statement
75
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 2024 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 2024 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?
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.
It is possible the 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.
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.
76
Who May Vote?
You are entitled to vote if you beneficially owned the Company’s ordinary shares at the close of business on April 10, 2025, the Record Date.
At that time, there were 223,175,933 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.
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 4, 2025
(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 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 June 2, 2025.
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.
INFORMATION CONCERNING VOTING AND SOLICITATION
2025 Proxy Statement
77
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 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, 2 and 3 (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 $21,000
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.
INFORMATION CONCERNING VOTING AND SOLICITATION
78
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, and (iii) all directors and executive officers of
the Company as a group:
Name
Ordinary
Shares(a)
Notional
Shares(b)
Options
Exercisable
Within
60 Days(c)
K. E. Arnold
5,798
—
—
A. P. Assis
627
—
—
A. C. Berzin
35,430
48,937
—
A. Miller Boise
2,946
—
—
G. D. Forsee
32,378
—
—
M. R. George
1,485
—
—
J. A. Hayes
1,515
—
—
L. P. Hudson
5,817
—
—
M. P. Lee
8,815
—
—
M. Pine
—
—
—
M. N. Schaeffer
1,485
—
—
J. P. Surma
13,175
—
—
D. S. Regnery
106,022
475
308,705
C. J. Kuehn
17,689
36,682
78,949
D. E. Simmons
13,517
26,163
P. A. Camuti
36,211
49,658
84,374
E. M. Turtz
12,042
11,850
26,267
All directors and executive officers as a group (21 persons)(d)
310,994
233,312
564,809
(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 Plan of 2013 and the 2018 Plan.
(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 0.39% 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.
2025 Proxy Statement
79
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 2024 for the
year ended December 31, 2024 on Schedule 13G under the Securities Exchange Act of 1934:
Name and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership
Percent
of Class(a)
BlackRock, Inc.(b)
50 Hudson Yards
New York, NY 10001
22,569,733
10.1 %
JPMorgan Chase & Co.(c)
383 Madison Avenue
New York, NY 10179
14,285,751
6.4 %
The Vanguard Group(d)
100 Vanguard Blvd.
Malvern, PA 19355
18,712,060
8.4 %
(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.
(b)
Information regarding BlackRock, Inc. and its stockholdings was obtained from a Schedule 13G/A filed with the SEC on November 7, 2024. The filing indicated that, as
of October 31, 2024, BlackRock, Inc. had sole voting power as to 20,067,264 of such shares, shared voting power as to none of such shares, sole dispositive power as
to 22,569,733 of such shares and shared dispositive power as to none of such shares.
(c)
Information regarding JPMorgan Chase & Co. and its stockholdings was obtained from a Schedule 13G/A filed with the SEC on February 12, 2025. The filing indicated
that, as of December 31, 2024, JPMorgan Chase & Co. had sole voting power as to 12,948,709 of such shares, shared voting power as to 65,929 of such shares, sole
dispositive power as to 14,204,555 of such shares and shared dispositive power as to 74,766 of such shares.
(d)
Information regarding the Vanguard Group and its stockholdings was obtained from a Schedule 13G/A filed with the SEC on February 13, 2024. The filing indicated that,
as of December 29, 2023, the Vanguard Group had sole voting power as to none of such shares, shared voting power as to 290,327 of such shares, sole dispositive
power as to 17,744,972 of such shares and shared dispositive power as to 967,088 of such shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
80
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 pre-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 2024.
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.
During the fiscal year ended December 31, 2024, there were no related person transactions that would require disclosure under Item 404 of
Regulation S-K
2025 Proxy Statement
81
Shareholder Proposals
and Nominations
Any proposal by a shareholder intended to be presented at the 2026 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 25, 2025, 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
2026 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 2026 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 7, 2026. If the date of the 2026 Annual General Meeting occurs more than 30 days before, or 60 days after, the anniversary of
the 2025 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, to comply with the universal proxy rules, shareholders who
intend to solicit proxies in support of director nominees other than the Company’s nominees must provide timely notice by the same deadline
disclosed above (March 7, 2026), as well as comply with the additional requirements of Rule 14a-19 of the Securities Exchange Act of 1934.
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 2026 Annual General
Meeting, written notice of proxy access nominations must be given to the Secretary of the Company not earlier than November 25, 2025 and
not later than December 25, 2025. If the date of the 2026 Annual General Meeting occurs more than 30 days before, or 60 days after, the
anniversary of the 2025 Annual General Meeting, then the written notice must be provided to the Secretary of the Company not earlier than
120 days prior to the 2026 Annual General Meeting and not later than the close of business on the later of (x) the 90th day prior to the 2026
Annual General Meeting or (y) the 10th day following the day on which public announcement of the date of the 2026 Annual General Meeting is
first made.
The Sustainability, Corporate Governance and Nominating Committee (“Nominating Committee”) will consider all shareholder
recommendations for candidates for Board membership, which should be sent to the Nominating Committee, care of the Secretary of the
Company, at the address set forth above. In addition to considering candidates recommended by shareholders, the Nominating 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.
82
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; by calling
the Company at +353 1 895 3500; 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 24, 2025
2025 Proxy Statement
83
Appendix A
TRANE TECHNOLOGIES PLC
Reconciliation of GAAP to Non-GAAP
UNAUDITED
(in millions)
For the year ended
December 31, 2024
For the year ended
December 31, 2023
Total Company
Adjusted EBITDA
$ 3,846.3
$ 3,184.4
Less: items to reconcile adjusted EBITDA to net earnings attributable to Trane Technologies plc
Depreciation and Amortization (1)
(379.4)
(336.0)
Interest expense
(238.4)
(234.5)
Provision for income taxes
(627.6)
(498.4)
Restructuring
(5.1)
(15.1)
Transformation Costs
—
(4.7)
M&A transaction costs
(4.2)
(15.4)
Non-cash adjustments for contingent consideration
25.0
49.3
Acquisition inventory step-up and backlog amortization
—
(18.5)
Insurance settlements on property claims
—
10.0
Impairment of equity investment
—
(52.2)
Legacy legal liability
(2.4)
—
Discontinued operations, net of tax
(24.7)
(27.2)
Net earnings from continuing operations attributable to noncontrolling interests
(21.6)
(17.8)
Net earnings attributable to Trane Technologies plc
$ 2,567.9
$ 2,023.9
(1)
Depreciation and amortization in 2023 excludes acquisition backlog amortization of $12.1 million which has been included in the acquisition inventory step-up and
backlog amortization line.
84
TRANE TECHNOLOGIES PLC
Reconciliation of GAAP to Non-GAAP
UNAUDITED
(in millions)
For the year ended
December 31, 2024
For the year ended
December 31, 2023
Net revenue growth
12.2 %
10.5 %
Exclude growth from acquisitions
(1.0) %
(2.1) %
Exclude unfavorable impact from currency translation
0.5 %
0.3 %
Organic revenue growth
11.7 %
8.7 %
APPENDIX A
2025 Proxy Statement
85
TRANE TECHNOLOGIES PLC
Reconciliation of GAAP to Non-GAAP
UNAUDITED
(in millions)
For the year ended December 31, 2024
For the year ended December 31, 2023
As Reported
Adjustments
As Adjusted
As Reported
Adjustments
As Adjusted
Net revenues
$ 19,838.2
$
—
$ 19,838.2
$ 17,677.6
$
—
$ 17,677.6
Operating income
3,500.1
(13.3)
(a,b,c,d)
3,486.8
2,894.0
(5.6)
(a,c,d,f,g,h)
2,888.4
Operating margin
17.6%
17.6%
16.4%
16.3%
Earnings from continuing operations
before income taxes
3,241.8
(13.3)
(a,b,c,d)
3,228.5
2,567.3
46.6
(a,c,d,f,g,h,i)
2,613.9
Provision for income taxes
(627.6)
(16.8) (e,k)
(644.4)
(498.4)
(13.1) (j,k)
(511.5)
Tax rate
19.4%
20.0%
19.4%
19.6%
Earnings from continuing operations
attributable to Trane Technologies plc
$ 2,592.6
$(30.1) (l)
$ 2,562.5
$ 2,051.1
$33.5 (l)
$ 2,084.6
Diluted earnings per common share
continuing operations
$
11.35
$
(0.13)
$
11.22
$
8.89
$
0.15
$
9.04
Diluted weighted average number of
common shares outstanding
228.4
—
228.4
230.7
—
230.7
Detail of Adjustments:
(a) Restructuring costs (COGS &
SG&A)
$
5.1
$
15.1
(b) Legacy legal liability (SG&A)
2.4
—
(c) M&A transaction costs (SG&A)
4.2
15.4
(d) Non-cash adjustments for
contingent consideration (SG&A)
(25.0)
(49.3)
(e) U.S. discrete tax benefit
(12.9)
—
(f) Insurance settlement on property
claim (COGS)
—
(10.0)
(g) Transformation costs (SG&A)
—
4.7
(h) Acquisition inventory step-up and
backlog amortization (COGS &
SG&A)
—
18.5
(i) Impairment of equity investment
(OIOE)
—
52.2
(j) International discrete non-cash
tax benefit
—
(14.9)
(k) Tax impact of adjustments
(a,b,c,d,f,g,h)
(3.9)
1.8
(l) Impact of adjustments on earnings from continuing
operations attributable to Trane Technologies plc
$
(30.1)
$
33.5
Pre-tax impact of adjustments on cost of goods sold
$
(1.0)
$
9.6
Pre-tax impact of adjustments on selling &
administrative expenses
(12.3)
(15.2)
Pre-tax impact of adjustments on operating income
(13.3)
(5.6)
Pre-tax impact of adjustments on other, net
—
52.2
Pre-tax impact of adjustments on earnings from
continuing operations
$
(13.3)
$
46.6
APPENDIX A
86
TRANE TECHNOLOGIES PLC
Reconciliation of GAAP to Non-GAAP
UNAUDITED
(in millions)
For the year ended
December 31, 2024
For the year ended
December 31, 2023
Cash flow provided by continuing operating activities
$ 3,177.7
$ 2,426.8
Capital expenditures
(370.6)
(300.7)
Cash payments for restructuring
8.6
12.3
Legacy legal liability
2.7
—
Transformation costs paid
—
3.9
M&A transaction costs
1.7
18.9
Insurance settlements on property claims
—
(10.0)
Adjustment for Outperformance Incentive Program*
(31.1)
—
Free cash flow
$ 2,789.0
$ 2,151.2
*
The Company implemented a special three-year Outperformance Incentive Program during the year ended December 31, 2024 that provides additional incentive-based
cash compensation to eligible participants based primarily on the achievement of outsized revenue performance beyond what is achievable under the Company’s
existing short-term incentive programs. Performance is measured over three annual periods representing the years ended December 31, 2024, 2025 and 2026. Cash
payments related to performance achieved will be made in the quarter ended March 31, 2027. This adjustment represents amounts earned in the respective
performance period that will be paid during the quarter ended March 31, 2027.
For purposes of our compensation programs, Cash Flow Return on Invested Capital (“CROIC”) is measured by dividing Free Cash Flow by
gross fixed assets (Property, Plant & Equipment) plus Working Capital (Accounts and Notes Receivable plus Inventory less Accounts and Notes
Payable). CROIC is 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.
For purposes of our compensation programs, Total Shareholder Return (“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 101.96% for the 2022-2024 period, which ranked at the 84th percentile of the companies in
the S&P 500 Industrials Index.
APPENDIX A
2025 Proxy Statement
87
2024
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, 2024
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
98-0626632
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
170/175 Lakeview Dr.
Airside Business Park
Swords Co. Dublin
Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code: +(353) (0) 18707400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Ordinary Shares, Par Value $1.00 per Share
TT
New York Stock Exchange
5.250% Senior Notes due 2033
TT33
New York Stock Exchange
5.100% Senior Notes due 2034
TT34
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
Accelerated filer
Emerging growth company
Non-accelerated filer
Smaller reporting 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
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
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, 2024 was $74.1 billion based on the closing price of such
stock on the New York Stock Exchange.
The number of ordinary shares outstanding of Trane Technologies plc as of January 31, 2025 was 224,290,964.
DOCUMENTS INCORPORATED BY REFERENCE
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 5, 2025 are incorporated by reference into Part III of this Form 10-K.
This page intentionally left blank.
TRANE TECHNOLOGIES PLC
Form 10-K
For the Fiscal Year Ended December 31, 2024
TABLE OF CONTENTS
Page
Part I
Item 1.
Business
6
Item 1A.
Risk Factors
14
Item 1B.
Unresolved Staff Comments
28
Item 1C.
Cybersecurity
28
Item 2.
Properties
29
Item 3.
Legal Proceedings
30
Item 4.
Mine Safety Disclosures
30
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
31
Item 6.
[Reserved]
32
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
32
Item 7A.
Quantitative and Qualitative Disclosure About Market Risk
49
Item 8.
Financial Statements
50
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
50
Item 9A.
Controls and Procedures
50
Item 9B.
Other Information
51
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
52
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
53
Item 11.
Executive Compensation
53
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
53
Item 13.
Certain Relationships and Related Transactions, and Director Independence
53
Item 14.
Principal Accountant Fees and Services
53
Part IV
Item 15.
Exhibits and Financial Statement Schedules
54
Item 16.
Form 10-K Summary
66
Signatures
67
3
2024 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,” “potential,” “predict,” “target,” “may,”
“might,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon
or similar terminology generally intended to identify forward-looking statements.
Forward-looking statements may relate to such matters as projections of revenue, margins, expenses, tax provisions,
earnings, cash flows, benefit obligations, share or debt repurchases or other financial items; any statements of the
plans, strategies and objectives of management for future operations, including those relating to any statements
concerning expected development, performance or market share relating to our products and services; any statements
regarding future economic conditions or our performance; any statements regarding our sustainability commitments;
any statements regarding pending investigations, claims or disputes; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. 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:
• overall economic, political and business conditions in the markets in which we operate including recessions,
economic downturns, price instability, slow economic growth and social and political instability;
• commodity and raw material shortages, supply chain risks and price increases;
• national and international conflict, including war, civil disturbances and terrorist acts, including the Russia-Ukraine
conflict, the Middle East conflict, and other geopolitical hostilities;
• 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 markets in which we compete;
• the development, commercialization and acceptance of new and enhanced products and services;
• attracting and retaining talent;
• work stoppages, union negotiations, labor disputes and similar issues;
• 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;
• impacts of global health crises, other epidemics, pandemics, or other contagious outbreaks on our business
operations, financial results and financial position and on the world economy;
• the outcome of any litigation, governmental investigations, claims or proceedings;
• risks and uncertainties associated with the asbestos-related bankruptcy for our deconsolidated subsidiaries Aldrich
Pump LLC and Murray Boiler LLC;
• 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;
4
• changes in laws and regulations;
• climate change, changes in weather patterns, natural disasters and seasonal fluctuations;
• national, regional and international regulations and policies associated with climate change and the environment;
• the outcome of any tax audits or settlements;
• the strategic acquisition or divestiture of businesses, product lines and joint ventures;
• impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets; and
• changes in tax laws and requirements (including tax rate changes, new tax laws, new and/or revised tax law
interpretations and any legislation that may limit or eliminate potential tax benefits resulting from our incorporation in a
non-U.S. jurisdiction, such as Ireland).
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
2024 Annual Report
Part I
Item 1. Business
OVERVIEW
Trane Technologies plc, a public limited company, incorporated in Ireland in 2009, and its consolidated subsidiaries
(Collectively we, us, 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),
transport refrigeration, and custom refrigeration solutions. 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’ 2030 Sustainability Commitments include our ‘Gigaton Challenge’
to reduce customer greenhouse gas emissions by a billion metric tons; ‘Leading by Example’ through reducing
embodied carbon by 40%, and designing products for circularity; and creating ‘Opportunity for All’ by investing in our
people and our communities.
REPORTABLE SEGMENTS
We operate under three reportable segments.
• Our Americas segment innovates for customers in North America and Latin America. The Americas segment
encompasses commercial heating, cooling and ventilation systems, building controls and solutions, and energy
services and solutions; residential heating and cooling; and transport refrigeration systems and solutions. This
segment had 2024 net revenues of $15,903.2 million.
• Our EMEA segment innovates for customers in the Europe, Middle East and Africa region. The EMEA segment
encompasses heating, cooling and ventilation systems, services and solutions for commercial buildings and transport
refrigeration systems and solutions. This segment had 2024 net revenues of $2,556.7 million.
• Our Asia Pacific segment innovates for customers throughout the Asia Pacific region. The Asia Pacific segment
encompasses heating, cooling and ventilation systems, services and solutions for commercial buildings and transport
refrigeration systems and solutions. This segment had 2024 net revenues of $1,378.3 million.
6
PRODUCTS AND SERVICES
Our principal products and services include the following:
Air conditioners
Industrial process refrigeration
Air exchangers
Installation contracting
Air handlers
Lighting retrofit solutions
Airside and terminal devices
Medical grade refrigeration solutions
Air-sourced heat pumps
Multi-pipe HVAC systems
Asset management systems
Package heating and cooling systems
Auxiliary power units (electric and diesel)
Packaged rooftop units
Building management systems
Parts and supplies (aftermarket and OEM)
Bus air purification systems
Rail refrigeration systems
Bus and rail HVAC systems
Rate chambers
Chillers
Refrigerant reclamation
Coils and condensers
Renewable energy and storage projects
Cold storage units
Repair and maintenance services
Condensing units
Rental services
Container refrigeration systems and gensets
Residential air filters
Control systems
Residential air filtration system
Controls contracting and commissioning
Residential hybrid heating solutions
Cryogenic refrigeration systems
Self-powered truck refrigeration systems
Data center HVAC systems
Service agreements
Decarbonization programs
Smart and AI-enabled services
Dehumidifiers
Telematics solutions
Ductless systems
Temporary heating and cooling systems
Energy and water efficiency programs
Thermal energy storage
Energy infrastructure programs
Thermostats/controls & associated digital solutions
Energy management services
Trailer refrigeration systems (diesel, electric and hybrid)
Energy recovery ventilators
Transport heater products
Energy storage (battery)
Truck refrigeration systems (diesel, electric and hybrid)
Furnaces
Ultra-low temperature freezers
Geothermal systems
Unitary systems (light and large)
Home automation
Variable refrigerant flow systems
Humidifiers
Vehicle-powered truck refrigeration systems
HVAC Performance-monitoring applications
Ventilation
Indoor air quality assessments and related products for
HVAC and Transport 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.
7
2024 Annual Report
PART I
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.
OPERATIONS BY GEOGRAPHIC AREA
Approximately 26% of our net revenues in 2024 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 2024, 2023 or 2022. 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.
MATERIALS
We both manufacture and procure many of the components included in our products. For components we manufacture,
we are required to source a wide variety of commodities such as steel, copper, and aluminum. These principal
commodities 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.
For many components we procure, we have an effective supply chain resiliency plan and multiple capable sources
to ensure sufficient supply, however there are certain categories of components that could occasionally see limited
availability or shortages.
SEASONALITY
Demand for certain 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 2024, we spent $309.6 million on research and development, focused on product and system
sustainability improvements such as increasing energy efficiency, developing products that allow for use of lower global
warming potential refrigerants, reducing material content in products, and designing products for circularity. New product
development (NPD) programs complete a Design for Sustainability module within our NPD process to ensure that programs
consider environmental impact.
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 to maintain
and improve our competitive position.
8
PART I
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 the Company’s intellectual property is important to its operations, the Company does not consider any single
patent, trademark, copyright, trade secret, proprietary technology, technical data, business process or any other confidential
information (or any related group of any such items) to be of material importance to any segment or to the business as a
whole. From time to time the Company engages in litigation to protect its intellectual property rights. For a discussion of
risks related to the Company’s intellectual property, refer to “Item 1A. Risk Factors.”
BACKLOG
Our backlog of orders, believed to be firm, at December 31, was as follows:
IN MILLIONS
2024
2023
Americas
$
5,323.1
$
5,302.9
EMEA
585.3
614.9
Asia Pacific
839.3
1,012.7
Total
$
6,747.7
$
6,930.5
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. We expect to ship a majority of the December 31, 2024 backlog
during 2025. However, orders for specialized equipment or specific customer applications are submitted with extended
lead times and are subject to revision and deferral, and to a lesser extent cancellation or termination. To the extent
projects are delayed or there are 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,
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.
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
site-by-site basis.
For a further discussion of our potential environmental liabilities, see Note 20 “Commitments and Contingencies” to the
Consolidated Financial Statements.
9
2024 Annual Report
PART I
ASBESTOS-RELATED MATTERS
We are involved in a number of asbestos-related lawsuits, claims and legal proceedings. In June 2020, our indirect
wholly-owned subsidiaries Aldrich Pump LLC (Aldrich) and Murray Boiler LLC (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. 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).
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.
For detailed information on the bankruptcy cases of Aldrich and Murray, see:
• Part I, Item 1A, “Risk Factors - Risks Related to Litigation,”
• Part I, Item 3, “Legal Proceedings,”
• Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Significant
Matters,” and
• Part II, Item 8, Consolidated Financial Statements and Note 20, “Commitments and Contingencies.”
HUMAN CAPITAL MANAGEMENT
Our people and culture are critical to achieving our operational, financial and strategic success.
As of December 31, 2024, we employed approximately 45,000 people in 61 countries including over 16,000 employees
outside of the United States. Our Trane Technologies EEO-1 Report published on our website outlines additional details
on our U.S. workforce composition.
Our continued focus on building an uplifting culture, where our employees can be at their best, has positively contributed
to retaining employees at strong levels. The 2024 retention rate of our key talent, those with the highest potential rating, was
97.6%, excluding retirements. Our company-wide (all employees) voluntary retention rate excluding retirements was 91.9%.
Culture and Purpose
In 2024, we continued to drive our purpose to boldly challenge what’s possible for a sustainable world with a sharp
focus on our strategic priorities and 2030 Sustainability Commitments. As part of our commitment to people and culture,
we strive to create a work environment where our people uplift each other, make a positive impact on the planet and
thrive at work and at home. We do that through embedding our leadership principles across our people practices such
as onboarding, learning and performance management. We also focus on ongoing manager development and the
important role people leaders play in our uplifting, inclusive culture.
Our annual employee engagement survey enables employees to share their experiences and perceptions of our
Company. Employees provide ratings and written comments celebrating what we’re doing well and recommending areas
where we can do better. In 2024, 90% of our workforce participated in our annual engagement survey, and our overall
employee engagement score remains high relative to external benchmarks. While our work on culture is never done,
our scores indicate that we continue to raise the bar to increase pride, energy and optimism and help create the best
employee experience as a destination employer.
10
PART I
Opportunity for All
We are committed to creating Opportunity for All by uplifting our people and communities. We invest in our people and
an inclusive culture where everyone can grow and thrive; and we give back in our communities to support the next
generation of the workforce with the potential to transform our world.
Our aspiration is a workforce that mirrors the communities where we live and work. This helps us to reach a broader
talent pool, drive innovation and meet the needs of our global customer base. We work closely with external
organizations to help us bridge the growing skilled labor gap, create a pipeline of highly skilled talent, and support
industry career development. In 2024, we partnered with Opportunity at Work, a non-profit coalition dedicated to hiring
skilled talent through alternative routes (STARs), which prioritizes skills and experience for workforce entry and removes
the requirement of degrees where unnecessary. We also collaborate with organizations such as Federation for Advanced
Manufacturing Education, National Association of Manufacturers, Society for Women Engineers, National Society of Black
Engineers, and Society of Hispanic Professional Engineers, that help us recruit qualified talent from varied backgrounds.
To help promote inclusion and belonging in the workplace, we offer voluntary company forums such as:
• CEO Day of Understanding – a forum created to allow our employees and leaders to speak about their personal
experiences and commitment to fostering inclusion and belonging in the workplace.
• Employee Resource Groups (ERGs) – All ERGs are voluntary, open to all employees and offer a sense of belonging,
networking and learning opportunities. Our ERGs also play an important role in our business through community
involvement, brand advocacy, recruiting, and business and target market insights.
• Being at my Best – a change management program introduced in 2024, which contributes to building an inclusive
and psychologically safe workplace.
• Global Diversity & Inclusion Summit – the 2024 Summit continued its focus on development of inclusive leader
behaviors, and highlighted ERGs and learnings and reflections from leaders.
Our corporate citizenship strategy, Sustainable Futures, focuses on expanding access to science, technology, engineering,
and mathematics (STEM) education and career opportunities. This strategy supports our efforts to create opportunity
for all by providing under-served communities and schools with a range of resources, from classroom curriculum that
introduces them to careers at a climate innovation company, to soft-skill development for landing a STEM job.
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 – A seven-week experiential development program that engages, teaches and
empowers hourly team leaders in our manufacturing facilities to apply continuous improvement methods, make sound
business decisions, solve problems, and serve as a coach to their teams.
• Group Leader Development Program – A three-week cohort program for salaried, front-line leaders in our
manufacturing facilities focuses on enhancing knowledge, skills and ability to lead front-line workers within a world
class lean enterprise.
• Graduate Training Program – 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.
• Accelerated Development Program – 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.
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2024 Annual Report
PART I
• Leadership Development – We invest in custom, key transition leadership development programs for our high
potential talent. We partner with best-in-class external leadership development experts such as INSEAD, Center
for Creative Leadership, and the NeuroLeadership Institute to deliver programs such as our Executive Leadership
Program, Leading for Impact, and our Women’s Leadership Program globally each year. Additionally, we offer our Trane
Technologies people leaders learning programs to develop their skills in leading their teams, such as building inclusive
environments, increasing engagement, and coaching.
• Professional Development – We have numerous online courses in professional development skills as varied as working
virtually, resiliency, and Microsoft Teams, as well as strategic capability initiatives such as product management and
other programs that support our strategy of being a world class lean enterprise.
• Dependent Scholarships – To support learning in our employees’ families, we offer $2,500 scholarships to support their
dependent children’s pursuits beyond high school, whether for a traditional degree or a trade certification.
• 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 Workplace Harassment, and Expense Management. All salaried employees and service
technicians globally complete our compliance curriculum annually, while hourly production employees complete Code
of Conduct and Preventing Workplace Harassment training every other year.
• Sustainability Learning – We offer sustainability learning that is available to everyone in the organization in our Learning
Management System starting with the Sustainability Starts with Us course that provides a foundational understanding
of how our purpose connects to every role. In addition, a comprehensive learning path is available to all around
understanding emissions including the following courses: The Greenhouse Gas Effect, Carbon Intensity of the Electric
Grid, and Carbon Neutrality in the Built Environment.
Employee Volunteerism
In 2024, Trane Technologies hosted a Global Time of Service when thousands of our team members banded together in a
global show of commitment to community uplift. Teams around the world identified needs in their local communities and lent
their time and resources to help more than 50 non-profit organizations enhance programs and create more opportunity.
Additionally, local philanthropic efforts take place throughout the year led by a network of approximately 50 “Purple Teams”
around the world that fuel the spirit of volunteerism and ensure local alignment with our Sustainable Futures strategy.
Employee Well-being
Trane Technologies believes employees that can thrive at work, at home and in their communities are our greatest
strength. We integrate well-being into our culture through core global resources that support physical, social, emotional,
and financial well-being. Several elements of our holistic well-being actions include:
• Giving 100% of our team members access to company-sponsored wellness offerings, including a global Employee
Assistance Program and a global wellness platform. These resources provide education and individual support
covering an array of topics, including mental health, nutrition, fitness, dependent care, financial and retirement
planning, and legal, among other topics.
• Offering financial relief through the Helping Hand Fund, an employee-funded program created to help associates
facing financial hardship immediately after a qualified disaster or an unforeseen personal hardship.
We recognize the pervasiveness of mental health challenges facing employees and their families. We continue efforts
to overcome stigma and promote a culture that encourages and supports open discussion about mental health
issues. We implemented a global mental health training program, offered in 10 languages, targeted towards people
leaders and available to all employees. This program highlights how to recognize and react to mental health concerns
and leverage support resources. To date more than 7,000 employees have voluntarily completed this training program.
Our enterprise Mental Well-Being Hub is a global employee resource that provides access to self-help information, team
member stories, trainings, and guidance for supporting others, all in one place.
12
PART I
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 allow our
employees to thrive at work and at home. In addition, the structure of our compensation programs balance incentive
earnings for both long-term and short-term performance with our annual incentive plan closely tied to our financial
goals as well as progress toward our 2030 Sustainability Commitments. We further align our leadership globally, fostering
collaboration to drive profitable, market-leading revenue growth.
Trane Technologies’ benefit programs and policies are designed to support the well-being of employees and their
families. Purpose-driven and locally relevant benefit programs are provided globally. In addition to core and competitive
medical, welfare and retirement programs, we offer programs to support work-life balance and deliver benefits access and
opportunity to all. We structure our benefit offerings with a focus on access to affordable benefits based on employee need.
Our proxy statement provides more detail on the competitive compensation and benefit programs we offer.
Employee Safety
In 2024, we continued our multi-year, world class safety record with a Lost-time Incident Rate of 0.09 and Recordable Rate
below 0.71. We refreshed our behavior-based and ergonomics programs and had a major focus on leading indicators,
which has been very impactful for all employees across the globe. In 2024, this included a global safety campaign within
our manufacturing locations and field operations.
We also continue to maintain all our locations globally as tobacco free workplaces.
AVAILABLE INFORMATION
We have used, and intend to continue to use, the homepage, the Investor Relations and the “News” sections 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
material non-public information. We encourage investors, the media, and others interested in our Company to review the
information we make public in these locations on our 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 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 has 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.
13
2024 Annual Report
PART I
EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list of our executive officers as of February 6, 2025.
NAME AND AGE
DATE OF SERVICE AS AN
EXECUTIVE OFFICER
PRINCIPAL OCCUPATION AND OTHER INFORMATION FOR PAST FIVE YEARS
David S. Regnery (62)
8/5/2017
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)
Christopher J. Kuehn (52)
6/1/2015
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)
Mauro Atalla (56)
1/6/2025
Senior Vice President, Chief Technology and Sustainability Officer
(since January 2025); Senior Vice President, Engineering and
Technology Leader at Collins Aerospace Systems (November 2018 to
December 2024)
Raymond D. Pittard (59)
7/1/2021
Executive Vice President, Chief Integrated Supply Chain Officer
(since January 2024); Executive Vice President, Supply Chain,
Engineering and Information Technology (July 2021 to January 2024);
Transformation Office Leader (December 2019 to June 2021); Vice
President, SBU President of Transport Solutions North America and
EMEA (December 2013 to December 2019)
Evan M. Turtz (56)
4/3/2019
Senior Vice President and General Counsel (since April 2019); Secretary
(since October 2013)
Mairéad A. Magner (47)
1/6/2022
Senior Vice President, Chief Human Resources Officer (since
January 2022); Vice President, Talent and Organization Capability
(January 2018 to January 2022)
Donald E. Simmons (53)
1/4/2024
Group President, Americas (since January 2024); Americas
Segment Leader and CHVAC Americas President (January 2022
to December 2023); President, CHVAC Americas (January 2020 to
December 2021)
Elizabeth Elwell (51)
2/12/2024
Vice President and Chief Accounting Officer (since February 2024);
Vice President, Finance Residential HVAC and Supply
(May 2022-February 2024); Vice President, Financial Planning & Analysis
(January 2019-May 2022)
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.
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.
14
PART I
RISKS RELATED TO ECONOMIC CONDITIONS
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,
including the implementation of a global minimum tax; variations in monetary policies; and other restraints;
• 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;
• 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;
• difficulty in staffing and managing global operations including supply chain disruptions which may be exacerbated
by pandemics or other public health crises, natural disasters, 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, inflation, 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 and raw material 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, including electronic components, required for the manufacture of our products. A disruption in deliveries
from our suppliers or decreased availability of commodities and third-party parts and components could adversely
affect our ability to meet our commitments to customers, impact pricing, increase our operating costs, or impact timing
and delivery of products and services. Disruptions have previously occurred and may occur in the future due to global
pandemics, natural disasters, regulatory changes, geopolitical events, electronic component shortages, supplier capacity
constraints, labor shortages, port congestion, logistical problems, political unrest, 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 use financial derivatives,
supplier price locks or indices-based pricing mechanisms to partially hedge against this volatility, by using these
instruments we may potentially forego the benefits that might result from favorable fluctuations in prices and could
experience lower margins in periods of declining commodity prices. 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, regulatory
requirements, 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.
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2024 Annual Report
PART I
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 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. As we integrate acquisitions into our portfolio of solutions, we may face new competitors in our
target markets and incur increased competition from alternative solutions. We must continually innovate new or enhanced
products and services to maintain and expand our brand recognition and market leadership position to effectively compete
in the markets that we serve. A failure or inability to effectively address market trends, adapt to changes in customer
preferences, and compete in our market may adversely affect demand for our products and services, which may cause a
material adverse effect on our financial condition.
Our growth is dependent, in part, on the timely development, commercialization and acceptance of new and
enhanced products and services.
We must efficiently and effectively innovate, develop and commercialize new and enhanced products and services in
a rapidly changing technological and business environment in order to remain competitive in our current and future
markets and in order to continue to grow our business. The timely development and commercialization of new products
and services and the enhancement of existing products and services is required to meet our customer demands,
market trends, and regulatory requirements. The ongoing refreshment of our product and service offerings portfolio
requires strategic choices of a significant investment of resources, anticipation of the opportunity and risks 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 and accurately predict customer needs and preferences, anticipate
regulatory conditions affecting current and future products, mitigate supply chain disruptions on new products, or our
failure to develop new and enhanced products and services that are accepted by these markets could have a material
adverse impact on our competitive position, operations, financial condition, and cash flows.
Capital and credit market conditions could adversely affect our business operations, investments, and
financial performance.
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, or access them on terms that are acceptable to us, we may not be able
to make certain investments or fully execute our business plans and strategies. If we were to raise funding through the
issuance of equity securities, our shareholders would experience dilution of their existing ownership interest. If we were to
raise significant additional funds by issuing debt, we could be subject to limitations on our operations due to restrictive
covenants or rating agencies could downgrade our credit ratings or put them on negative watch.
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.
The performance of the financial markets and interest rates can also impact the value of our defined benefit pension
plans and other post-retirement benefit programs. Significant decreases in discount rate or investment losses on plan
assets may increase our funding obligations, which may adversely affect our financial results. See Note 11 – “Pensions
and Postretirement Benefits Other Than Pensions.”
16
PART I
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. Decreased strength of the U.S. dollar could also
adversely affect the cost of raw materials, products, or services that we purchase from non-U.S. suppliers.
We use derivative instruments to partially 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 counterparty 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.
Changes in U.S. or foreign trade policies and other factors beyond our control may adversely impact our business
and operating results
Changes in governmental policies on foreign trade, geopolitical tensions and trade disputes can disrupt supply chains
and increase the cost of our products. This could cause our products to be more expensive for customers, which
could reduce the demand for or attractiveness of such products. In addition, a geopolitical conflict in a region where we
operate could disrupt our ability to conduct business operations in that region. In addition to tariffs, trade embargoes,
and sanctions, countries also could adopt other measures, such as controls on imports or exports of goods, technology,
or data, which could adversely affect our operations and supply chain and limit our ability to offer our products and
services as intended. These kinds of restrictions could be adopted with little to no advanced notice, and we may not
be able to effectively mitigate the adverse impacts from such measures. Political uncertainty surrounding trade or other
international disputes also could have a negative impact on customer confidence and willingness to spend money,
which could impair our future growth.
World geopolitical conflicts have created humanitarian crises, materially impacted economic activities, and may
materially impact our global and regional operations.
The global economy has been negatively impacted by geopolitical conflicts, including the military conflict between Russia
and Ukraine and conflict in the Middle East. Governments including the U.S., United Kingdom, and those of the European
Union have imposed export controls on certain products and financial and economic sanctions on certain industry sectors
and parties in Russia which has triggered retaliatory sanctions by the Russian government and its allies. The outcome and
future impacts of these world conflicts remain highly uncertain, continue to evolve and may grow more severe the longer
the military action and sanctions remain in effect. Risks associated with world geopolitical conflicts that have arisen or
could arise in the future, include, but are not limited to, adverse effects on political developments and on general economic
conditions, including inflation and consumer spending; disruptions to our supply chains; disruptions to our information
systems, including through network failures, malicious or disruptive software, or cyberattacks; trade disruptions; energy
shortages or rationing that may adversely impact our manufacturing facilities and consumer spending, particularly in
Europe; rising fuel and/or rising costs of producing, procuring and shipping our products; our exposure to foreign currency
exchange rate fluctuations; and constraints, volatility or disruption in the financial markets.
We have no way to predict the progress or outcome of world geopolitical conflicts, including the situations in Ukraine
and the Middle East. Although neither the Russia-Ukraine conflict nor the Middle East conflict have, to date, caused any
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2024 Annual Report
PART I
material adverse effect on our business or financial performance, until there are peaceful resolutions, these conflicts
could have a material adverse effect on our operations, results of operations, financial condition, liquidity, growth
prospects and business outlook.
The full extent to which a pandemic, epidemic, or spread of infectious diseases or other public health crises will
affect us will depend on future developments that are highly uncertain and cannot be accurately predicted.
The extent to which a pandemic, epidemic, or other widespread outbreaks of infectious disease or other public health
crises, including a resurgence of any previously identified outbreaks of infectious diseases, may impact our business
going forward will depend on factors such as the duration and scope of infections; governmental, business, and
individuals’ actions in response to the health crisis; travel and other restrictions; and the impact on economic activity
including the possibility of financial market instability or recession. How a pandemic, epidemic, or other public health
crises will affect us will depend on future developments that are highly uncertain and cannot be accurately predicted.
Such events may also exacerbate other risks discussed herein, any of which could have a material adverse effect on us.
Prior experience with the Coronavirus Disease 2019 (COVID-19) pandemic demonstrated widespread, rapidly evolving
and unpredictable impacts on global society, economics, financial markets and business practices. Government efforts
to contain the pandemic included travel bans and restrictions, quarantines, shelter in place orders and shutdowns.
Although our operations have stabilized since the peak of the COVID-19 pandemic, our business and global operations
were impacted by supply chain delays, higher material costs and product prices, lower revenues for some quarters,
unfavorable foreign currency exchange rates, and, at times, our abilities to obtain needed products and services, operate
in certain locations, maintain our distribution channels, and attract and retain talent were affected. A resurgence or
development of new strains of COVID-19, or other public health emergencies, could result in unpredictable responses by
authorities around the world which could negatively impact our global operations, customers and suppliers.
RISKS RELATED TO LITIGATION
Material adverse legal judgments, fines, penalties or settlements could adversely affect our results of operations or
financial condition.
We and certain of our subsidiaries are currently and may in the future become involved in legal and regulatory
proceedings and disputes incidental to the operation of our business or the business operations of previously-owned
entities. Our business may be adversely affected by the outcome of these proceedings and other contingencies
(including, without limitation, contract claims or other commercial disputes, product liability, product defects, environmental
matters, 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. See also Part I, Item 3, “Legal Proceedings,” and Part II,
Item 8, Consolidated Financial Statements Note 20, “Commitments and Contingencies.”
The Aldrich and Murray Chapter 11 cases involve various risks and uncertainties that could have a material
effect on us.
Our indirect wholly-owned subsidiaries Aldrich and Murray have 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 6, 2025.
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PART I
There are a number of risks and uncertainties associated with these Chapter 11 cases, including, among others, those
related to:
• the ability to consummate the agreement in principle reached with the court appointed legal representative of future
asbestos claimants (the FCR);
• the outcome of negotiations with the committee representing current asbestos claimants (ACC) and other participants
in the Chapter 11 cases, including insurers, concerning the terms of a plan of reorganization, including the size
and structure of a potential section 524(g) trust to pay the asbestos liability of Aldrich and Murray and the means
for funding that trust, and the risk that the ACC will object to, and the risk that insurers will not support, a plan of
reorganization having terms acceptable to Aldrich and Murray;
• the actions of representatives of the asbestos claimants, including the 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, 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 ultimate determination of the asbestos liability of Aldrich and Murray to be satisfied under a plan of reorganization
pursuant to the court-approved estimation proceeding;
• the ability of Aldrich and Murray 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 decisions of the appellate courts regarding any orders of the Bankruptcy Court or the District Court that may
be appealed, including the Bankruptcy Court’s order dated December 28, 2023 denying the motions to dismiss the
Chapter 11 cases brought by the ACC and certain individual claimants and any orders of the Bankruptcy Court or
District Court approving a plan of reorganization;
• any orders approving a plan of reorganization and issuing the channeling injunction not becoming final
and non-appealable;
• 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 due to factors beyond the Company’s control; and
• the risk that the ultimate amount required under any final plan of reorganization may exceed the amounts agreed to
with the FCR in the Plan.
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 be successful in bringing claims against us and other
related parties, including by successfully challenging the 2020 corporate restructuring, consolidating entities and/or raising
allegations that we are liable for the asbestos-related liabilities of Aldrich and Murray as set forth in certain pleadings
filed by the ACC in the Chapter 11 cases. Although we believe we have no such responsibility for liabilities of Aldrich and
Murray, except indirectly through our obligation to provide funding to Aldrich and Murray under the terms of the Funding
Agreements, we cannot provide assurances that such claims will not be successful.
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.
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2024 Annual Report
PART I
For detailed information on the bankruptcy cases of Aldrich and Murray, see Part I, Item 1, “Business - Asbestos-Related
Matters,” Part I, Item 3, “Legal Proceedings,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations - Significant Matters,” and Part II, Item 8, Consolidated Financial Statements, and Note 20,
“Commitments and Contingencies.”
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. These information technology systems can
be damaged, disrupted, compromised, or shut down due to cyber attacks, malware, human error or malfeasance
(including by employees), power and utility outages, hardware failures, telecommunication issues, or catastrophes or
other unforeseen events. If these systems cease to function properly, if these systems experience security breaches or
disruptions or if these systems do not provide the anticipated benefits or if we are unable to commit sufficient resources
to maintain and enhance our information technology infrastructure to keep pace with continuous development in
information processing technology, our ability to manage our operations could be impaired, which could have a material
adverse impact on our results of operations, financial condition, and cash flows.
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, connected services, and infrastructure and technology, including
artificial intelligence technology, embedded in certain of our control products have been and are at risk to cyber
attacks and unauthorized access. From time to time, vulnerabilities in our products are discovered and updates are
made available, but customers are at risk 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. We and some of our third-party suppliers have experienced cyber attacks, and,
due to the evolving threat landscape, may continue to experience attacks, potentially with more frequency and severity.
Certain of our business partners and third-party vendors may be granted access to our confidential information as well
as confidential information about our customers, suppliers, employees, and others, which may be compromised by a
cyber attack. We continue to make investments and adopt measures designed to enhance our protection, detection,
response, and recovery capabilities, and to mitigate potential risks to our technology, products, services and operations
from potential cyber attacks.
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 enhancing business
continuity plans, and implementing and regularly reviewing and updating security controls and related processes and
procedures to protect against unauthorized access and requiring similar protections from our vendors, the ever-evolving
threats mean we are continually evaluating and adapting our systems and processes and ask our vendors to do
the same, and there is no guarantee that such systems and processes will be adequate to safeguard against all
data security breaches or misuses of data. Hardware, software, artificial intelligence technology, or applications we
develop or obtain from third parties sometimes contain defects in design or deployment or other problems that
could unexpectedly result in security breaches or disruptions. Open source software components embedded into
certain software that we use have in the past contained vulnerabilities and others may be discovered in the future.
Such vulnerabilities can expose our systems to malware or allow unauthorized third-party access to data, including
confidential information about our business, customers, dealers, and suppliers; personally identifiable data related to
employees, customers, and other business partners; as well as other sensitive matters. 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 at risk to system damage, cyber attacks,
human errors or misconduct, malware, power and utility outages, and other catastrophic events. Any of these incidents
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PART I
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 which may be subject to privacy and security laws, regulations and other controls. These events
potentially expose 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 cyber 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.
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. We also rely on nondisclosure and noncompetition agreements with certain employees, contractors,
and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these
agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will
have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary
information, or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. 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 including the U.S. Foreign Corrupt Practices
Act and the U.K. Bribery Act, export and import compliance, anti-trust, cybersecurity, data privacy, and money laundering,
due to our global operations. 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. We also rely on our suppliers
to adhere to our Supplier Code of Conduct, violations of which could adversely affect our business and results of
operations, financial condition and cash flows.
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2024 Annual Report
PART I
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, commercial trade, technology, 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.
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, including, among others, acute physical risks (such as flooding, hurricanes, or wildfires) or
chronic physical risks (such as droughts, heat waves, or sea level changes). 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 have been implemented to curtail the use of certain refrigerants. Some of these regulations
could have a negative competitive impact on our company by requiring us to make costly changes to our products,
or could make some of our existing HVAC and refrigeration products non-compliant or obsolete. As regulations reduce
the use and potential availability 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 our 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 availability and use of 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.
We are on track with our climate commitment 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, our ability to achieve our sustainability objectives is subject
to numerous risks and uncertainties, including increased operation costs and future changes in regulation, and there
can be no assurance that we will successfully achieve our commitments. Failure to meet these commitments could
result in reputational and other harm to our company. Changes regarding climate risk management and practices may
result in higher regulatory, compliance risks and costs.
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PART I
. .
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.
Consistent with our growth strategy, 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, enhance our existing set of product and
services offerings, increase productivity and efficiencies, grow revenues, earnings and cash flow, help us stay competitive
or 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;
• 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 Part I,
Item 1A, “Risk Factors - Risks Related to the Transactions” for more information.
Natural disasters or other unexpected catastrophic 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, including
wars, conflicts, or terrorism 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, including wars, conflicts, or acts of terrorism, 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
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2024 Annual Report
PART I
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 success depends on attracting, developing, and retaining highly qualified talent.
The skills, experience, and industry knowledge of our employees significantly benefit our operations and performance.
The market for employees and leaders with certain skills and experiences is very competitive, and difficulty attracting,
developing, and retaining members of our management team and key employees could have a negative effect on our
business, operating results, and financial condition. Maintaining a positive and inclusive culture and work environment,
offering attractive compensation, benefits, and development opportunities, and effectively implementing processes
and technology that enable our employees to work effectively and efficiently are important to our ability to attract and
retain employees.
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.
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. Even after legislation is enacted, further guidance, regulations and technical corrections pertaining to the
legislation 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, governmental authorities are 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.
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) framework consisting of an agreed set of international rules for fighting base erosion and
profit shifting, including Pillar One and Pillar Two, will adversely impact us as these rules are enacted into law in countries
in which we do business. On December 12, 2022, the European Union (EU) Member States agreed in principle on the
introduction of a global minimum tax rate (proposed 15% minimum tax rate). On December 18, 2023, Ireland (our parent
company jurisdiction) enacted laws related to this minimum tax, effective January 1, 2024. Our effective tax rate has been
adversely impacted by these changes; we continue to monitor the effects of proposed and enacted legislative changes, in
Ireland and elsewhere.
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PART I
In addition to the above, the European Commission has been very active in investigating whether various tax regimes or
private tax rulings provided by a country to particular taxpayers may constitute State Aid. 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 prospective 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 February 29, 2020 (Distribution Date), we completed our Reverse Morris Trust transaction (the Transaction) with
Gardner Denver Holdings, Inc. (Gardner Denver, which changed its name to Ingersoll Rand Inc. (Ingersoll Rand)
after the Transaction) whereby we distributed Ingersoll-Rand U.S. HoldCo, Inc., which contained our former Industrial
segment (Ingersoll Rand Industrial) through a pro rata distribution (the Distribution) to shareholders of record as of
February 24, 2020 (Spin-off Shareholders). Ingersoll Rand Industrial then merged with a wholly-owned subsidiary of
Ingersoll Rand. Upon close of the Transaction, the Spin-off Shareholders received approximately 50.1% of the shares of
Ingersoll Rand common stock on a fully-diluted basis and Gardner Denver shareholders retained approximately 49.9%
of the shares of Ingersoll Rand on a fully diluted basis. As a result, Spin-off Shareholders received 0.8824 shares of
Ingersoll Rand common stock with respect to each share of our stock owned as of February 24, 2020. 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 the Spin-off Shareholders.
We received an opinion from Irish Revenue regarding certain tax matters associated with the Distribution, as well as
a legal opinion from our Irish counsel Arthur Cox LLP, regarding certain Irish tax consequences of the Distribution for
the Spin-off Shareholders. For the Spin-off Shareholders who are not resident or ordinarily resident in Ireland for Irish
tax purposes and who do not hold their shares in connection with a trade or business carried on by such Spin-off
Shareholders through an Irish branch or agency, we consider, based on both opinions taken together, that no adverse
Irish tax consequences for such Spin-off 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 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, we and the Spin-off Shareholders 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.
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2024 Annual Report
PART I
If the Distribution together with certain related transactions do not qualify as tax-free under Sections 355 and 368(a)
of the Internal Revenue Code, including as a result of subsequent acquisitions of stock of the Company or Ingersoll
Rand, then the Company and the Spin-off Shareholders may be required to pay substantial U.S. federal income
taxes, and Ingersoll Rand may be obligated to indemnify the Company for such taxes imposed on the Company.
At the time of the Distribution, we received an opinion from our U.S. tax counsel Paul, Weiss, Rifkind, Wharton & Garrison LLP
(Paul Weiss) substantially to the effect that, for U.S. federal income tax purposes, the Distribution together with certain related
transactions undertaken in anticipation of the Distribution and taking into account the merger of Ingersoll Rand Industrial
with the wholly-owned subsidiary of Ingersoll Rand will qualify as a tax-free transaction under Sections 368(a), 361 and 355 of
the Internal Revenue Code (the Code), with the result that we and the Spin-off Shareholders will not recognize any gain or
loss for U.S. federal income tax purposes as a result of the spin-off. 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, an opinion will be based on current law, and cannot be relied upon if current law changes
with retroactive effect. If the Distribution, and/or related internal transactions in anticipation of the Distribution ultimately are
determined to be taxable, we could incur significant U.S. federal income tax liabilities, which could cause a material adverse
impact on our business, financial condition, results of operations and cash flows in future reporting periods, although if this
determination resulted from certain actions taken by Ingersoll Rand Industrial or Ingersoll Rand, Ingersoll Rand would be
required to bear the cost of any resultant tax liability pursuant to the terms of the Tax Matters Agreement dated February 29,
2020, among Ingersoll-Rand Plc, Ingersoll-Rand Lux International Holding Company S.à r.l, Ingersoll-Rand Services Company,
Ingersoll-Rand U.S. HoldCo, Inc., and Gardner Denver Holdings, Inc. (Tax Matters Agreement).
The Distribution will be taxable to the Company pursuant to Section 355(e) of the Code if there is a 50% or greater
change in ownership of either the Company or Ingersoll Rand Industrial, directly or indirectly (including through such a
change in ownership of Ingersoll Rand), as part of a plan or series of related transactions that include the Distribution.
A Section 355(e) change of ownership would not make the Distribution taxable to the Spin-off Shareholders, but instead
may result in corporate-level taxable gain to certain of our subsidiaries. Because the Spin-off Shareholders will collectively
be treated as owning more than 50% of the Ingersoll Rand 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 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 or certain
specified Ingersoll Rand stockholders, Ingersoll Rand 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, the Spin-off
Shareholders may be required to pay substantial U.S. federal income taxes.
On the Distribution Date, we have received an opinion from Paul Weiss, and Ingersoll Rand 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, the Company, Ingersoll Rand Industrial and the merger subsidiary used by Ingersoll Rand. The failure of
any factual representation or assumption to be true, correct and complete in all material respects could adversely affect
the validity of the opinions. An opinion of counsel represents counsel’s best legal judgment, is not binding on the IRS
26
PART I
or the courts, and the IRS or the courts may not agree with the opinion. In addition, the opinions are 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
the common stock of Ingersoll Rand Industrial would be considered to have made a taxable sale of their Ingersoll Rand
Industrial common stock to Ingersoll Rand, and such U.S. holders of Ingersoll Rand Industrial would generally recognize
taxable gain or loss on their receipt of Ingersoll Rand 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 shareholder 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 and share repurchases are subject to uncertainty and could be modified, accelerated, or discontinued,
which could affect the price of our common stock.
Quarterly cash dividends are an important component of our capital allocation strategy, which we have historically
funded primarily with operating free cash flow. Although we expect to pay a competitive and growing dividend, we are
not required to pay any dividend and our dividend may be discontinued, accelerated, suspended or delayed at any time
without prior notice. Furthermore, the amount of such dividends may be changed, and the amount, timing and frequency
of such dividends may vary from historical practice or from our stated expectations. In addition, although our Board of
Directors has granted us authority to repurchase our shares under a share repurchase program, we are not required
to repurchase any shares, and any previous share repurchases do not necessarily denote our expectations of future
share repurchases. Important factors that could cause us to discontinue, limit, suspend, increase or delay our quarterly
cash dividends or share repurchase program include market conditions, the market price of our common stock, the
nature and timing of other investment and acquisition opportunities, changes in our business strategy, the terms of
our financing arrangements, our outlook as to the ability to obtain financing at attractive rates, the impact on our credit
ratings, changes in tax laws, and appropriate liquidity.
27
2024 Annual Report
PART I
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.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
We maintain a cybersecurity program and framework as set forth in our cybersecurity policies and standards. The
foundation of our cybersecurity program is based on the National Institute of Standards and Technology (“NIST”)
Cybersecurity Framework, which includes a set of controls to prevent, detect, and respond to cybersecurity threats
and incidents. These controls include constant monitoring, log collection and analysis, threat hunting and intelligence
surveillance, and regular vulnerability scans/penetration tests. Additionally, in furtherance of assessing, identifying and
managing material cybersecurity risks, we:
• Leverage technology solutions, including proactive detection tools, to protect our assets and detect threats in
our environment;
• Perform regular internal assessments of our cybersecurity program against the NIST Cybersecurity Framework.
The results of these assessments are then reviewed and, based on such findings, action plans are developed and
progress tracked through completion;
• Analyze both internal and external cybersecurity incidents and related threat intelligence to determine applicability to
our environment and industry. Findings from such analyses are then reviewed and utilized to create action plans where
applicable and relevant to our environment and industry;
• Maintain an enterprise-wide disaster recovery governance program, which includes cybersecurity-related disaster
recovery standards and compliance procedures related thereto;
• Regularly perform cybersecurity-related disaster recovery testing to ensure that the Company’s mission-critical
systems are recoverable, in support of the business continuity needs of our various business lines;
• Maintain an operational technology (OT) security program to address cyber risks that are inherent and unique to our
industry and manufacturing environment;
• Maintain a centralized product security program that unifies company-wide strategy to ensure our customer-facing
products and services are secure by design; and
• Integrate each of our business and corporate groups with our internal cybersecurity team to ensure cybersecurity
requirements are embedded into operating environments as appropriate, which drives business strategies, budgeting,
and similar processes. In addition, senior and executive management, as well as our Board of Directors, regularly
review our financial planning processes for these areas, inclusive of our cybersecurity programs.
28
PART I
Any changes or additions to our cybersecurity program and related practices and procedures described
above in response to cybersecurity needs are reviewed by our executive management, Board of Directors and
Audit Committee.
We regularly engage independent third-parties and auditors to assess our cybersecurity program and practices and
assist in the mitigation of risk. The effectiveness of our cybersecurity environment is regularly tested by internal personnel
and these third-parties. These assessments are performed in connection with standards and requirements under the
Payment Card Industry (PCI) data security standard, Sarbanes-Oxley Act (SOX), and the U.S. Department of Defense,
cybersecurity capability maturity benchmarking and voluntary certifications by us, such as the Service Organization
Control Type 2 (SOC 2). The results of these audits and assessments are promptly reviewed and enhancements
are made to our cybersecurity program and practices based on such findings as appropriate. We also maintain a
cybersecurity third party risk management program which evaluates third parties that either host or have access to our
data and/or systems to ensure that they are aligned with our security requirements. The program includes initial review,
ongoing monitoring and contractual agreements with cybersecurity requirements to ensure third party services meet our
standards for such providers, and the cybersecurity risks associated with the use of these services is acceptable.
Like other comparable-sized companies, our information technology systems, networks and infrastructure and technology
embedded in certain of our control products have been and may continue to be vulnerable to cyber-attacks and
unauthorized security intrusions. These types of attacks may include computer viruses, malicious code, unauthorized
access, phishing attempts, denial-of-service attacks, among others. For more information about these and other
cybersecurity risks faced by us, see Part IA, Item 1A, “Risk Factors - Risks Related to Cybersecurity and Technology.”
Our Board of Directors has ultimate oversight for risks relating to our cybersecurity program and practices and receives
regular updates from our internal cybersecurity team on cybersecurity risks and threats. In addition, our Audit Committee
provides Board-level oversight for management’s actions with respect to practices, procedures and controls used to identify,
assess and manage our key cybersecurity programs and risks. We also maintain an Enterprise Risk Intelligence Committee
(ERIC), a management-level cross-functional group designed to monitor and mitigate risks, including cybersecurity risks,
that pose a threat to our strategic objectives. The ERIC is charged with providing guidance and direction for integrating
enterprise risk intelligence with important business processes, such as strategic planning, business forecasting, operational
management, and investment allocation to ensure consistent consideration of risks in decision making. Finally, we maintain
an Enterprise Cybersecurity Governance Committee that presents updates on cybersecurity initiatives, known and
emerging issues and risks, and program updates to a cross-section of our senior management.
Item 2. Properties
As of December 31, 2024, we owned or leased approximately 30 million square feet of space worldwide. Manufacturing
and assembly operations are principally conducted in 36 plants across the world. We also maintain various warehouses,
offices, technology centers, 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.
29
2024 Annual Report
PART I
The locations of our principal plant facilities, by segment, at December 31, 2024 were as follows:
AMERICAS
EMEA
ASIA PACIFIC
Arecibo, Puerto Rico
Barcelona, Spain
Bangkok, Thailand
Charlotte, North Carolina
Bari, Italy
Taicang, China
Clarksville, Tennessee
Charmes, France
Wujiang, China
Columbia, South Carolina
Conselve, Italy
Zhongshan, China
Fort Smith, Arkansas
Essen, Germany
Fremont, Ohio
Galway, Ireland
Grand Rapids, Michigan
Golbey, France
Greenville, South Carolina
Jettingen-Scheppach, Germany
Hastings, Nebraska
King Abdullah Economic City, Saudi Arabia
La Crosse, Wisconsin
Kolin, Czech Republic
Lynn Haven, Florida
Tribano, Italy
Monterrey, Mexico
Wittenberg, Germany
Noblesville, Indiana
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, 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.
The most significant litigation facing the Company is the asbestos-related bankruptcy cases of Aldrich and Murray. For
detailed information on the bankruptcy cases of Aldrich and Murray, see Part I, Item 1, “Business - Asbestos-Related
Matters,” Part I, Item 1A, “Risk Factors - Risks Related to Litigation,” Part II, Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations - Significant Matters,” Part II, Item 8, Consolidated Financial Statements, and
Note 20, “Commitments and Contingencies.”
Item 4. Mine Safety Disclosures
None.
30
PART I
31
2024 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 January 31, 2025, the
approximate number of record holders of ordinary shares was 2,171.
ISSUER PURCHASES OF EQUITY SECURITIES
The following table provides information with respect to purchases of our ordinary shares during the quarter ended
December 31, 2024:
PERIOD
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)
October 1 - October 31
266.8
$
393.81
266.0
$
1,499,772
November 1 - November 30
354.6
402.91
354.6
1,356,912
December 1 - December 31
268.0
400.06
267.8
1,249,772
Total
889.4
$
399.32
888.4
(a)
Share repurchases are made from time to time in accordance with management’s capital allocation strategy, subject to market
conditions and regulatory requirements. Repurchases occur in the open market or through one or more other public or private
transactions pursuant to plans complying with Rules 10b5-1 under the Exchange Act. In February 2022, our Board of Directors
authorized the repurchase of up to $3.0 billion of our ordinary shares (2022 Authorization) and in December 2024, our Board of
Directors authorized the repurchase of up to an additional $5.0 billion of our ordinary shares (2024 Authorization) upon the completion
of the 2022 Authorization. During the fourth quarter of 2024, we repurchased approximately $355 million of our ordinary shares,
consistent with our capital allocation strategy, leaving $1.2 billion remaining under the 2022 Authorization and $5.0 billion remaining
under the 2024 Authorization.
(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 791 shares in October, 14 shares in November, and 168 shares in
December in transactions outside the repurchase programs.
32
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, 2024. The graph assumes an investment of $100 in our ordinary shares, the Standard & Poor’s
500 Stock Index and the Standard & Poor’s 500 Industrial Index on December 31, 2019 and assumes the reinvestment
of dividends.
$50
$100
$150
$200
$250
$300
$350
$400
2024
2023
2022
2021
2020
2019
Trane Technologies
S&P 500
S&P 500 Industrials Index
Index Value
COMPANY/INDEX
2019
2020
2021
2022
2023
2024
Trane Technologies
100
144
202
171
252
386
S&P 500
100
118
152
125
157
197
S&P 500 Industrials Index
100
111
134
127
150
176
Item 6. [Reserved]
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 2024 and 2023 significant items affecting our consolidated operating results, financial condition
and liquidity and provides a year-to-year comparison between 2024 and 2023. Discussions of 2022 significant items
and year-to-year comparisons between 2023 and 2022 have been excluded in this Form 10-K and can be found
in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our
Annual Report on Form 10-K for year ended December 31, 2023.
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.
33
2024 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. We have announced ambitious 2030 Sustainability Commitments, including our Gigaton Challenge to
reduce customers’ carbon emissions by a billion metric tons through sustainable products and services. We are also
Leading by Example as we work toward carbon-neutral operations, zero waste-to-landfill and net positive water use in
water-stressed locations. We also committed to reducing embodied carbon in our products by 40%, while also designing
products for circularity. Our 2030 emissions reduction targets have been validated by the Science Based Targets Initiative
(SBTi), and we are one of very few companies worldwide with validated 2050 net-zero targets. Finally, our Opportunity for
All commitment focuses on investing in our people and our uplifting and inclusive culture, and broadening access to
Science, Technology, Engineering and Math (STEM) education and careers in our communities.
RECENT ACQUISITIONS
During the third quarter of 2024, we completed acquisitions of two businesses. One acquisition is a Commercial HVAC
distributor with sales and service business in the United States. The second acquisition is a technology-focused
acquisition that expands the Company’s product offerings in the Transport Refrigeration business. The results of both
acquisitions are reported within the Americas segment.
The Company completed the acquisition of two businesses in January 2025. One acquisition is a Commercial HVAC
distributor with sales and service business in Belgium and Luxembourg. The results of the acquisition will be reported
within the EMEA segment. The second acquisition is a building management platform for HVAC optimization, using
advanced artificial intelligence technologies. The results of the acquisition will be reported within the Americas segment.
The results of the acquisitions will be included in our consolidated financial statements from the date of the acquisitions.
SIGNIFICANT MATTERS
REORGANIZATION OF ALDRICH AND MURRAY
On June 18, 2020 (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.
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.
In 2021, Aldrich and Murray reached an agreement in principle with the court-appointed legal representative of future
asbestos claimants (the FCR) and filed a motion 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). On
January 27, 2022, the Bankruptcy Court granted the request to fund the QSF, which was funded on March 2, 2022, resulting
in an operating cash outflow of $270.0 million reported in our Consolidated Statements of Cash Flows, of which $91.8 million
was allocated to continuing operations and $178.2 million was allocated to discontinued operations for the year ended
December 31, 2022.
On April 6, 2023, certain individual claimants filed a motion to dismiss the Chapter 11 cases (Claimant Motion to Dismiss).
Subsequently, on May 15, 2023, the committee representing current asbestos claimants (the ACC) filed its own motion
to dismiss the Chapter 11 cases (ACC Motion to Dismiss, and, together with the Claimant Motion to Dismiss, the Motions
to Dismiss). Aldrich, Murray and the FCR filed responses in opposition to the Motions to Dismiss, and the Company filed
papers joining in Aldrich and Murray’s opposition. A hearing on the Motions to Dismiss was held on July 14, 2023. On
34
PART II
December 28, 2023, the Bankruptcy Court entered an order denying the Motions to Dismiss. On January 11, 2024, the ACC
and the individual claimants filed motions with the United States District Court for the District of North Carolina (the District
Court) seeking leave to appeal the order denying the Motions to Dismiss (Motions for Leave to Appeal) and to certify the
appeals directly to the Court of Appeals for the Fourth Circuit. At a hearing on February 9, 2024, the Bankruptcy Court
granted the motions to certify direct appeals to the Fourth Circuit. On April 17, 2024, the Fourth Circuit entered an order
denying the petitions for direct appeal. On May 1, 2024, the ACC and the individual claimants filed petitions with the Fourth
Circuit seeking rehearing en banc. Aldrich and Murray opposed the petitions and the Fourth Circuit denied the petitions
by order dated May 15, 2024. On May 28, 2024, Aldrich and Murray filed their response with the District Court in opposition to
the Motions for Leave to Appeal. The FCR filed its response to the Motions for Leave to Appeal on May 29, 2024. The ACC
and the individual claimants filed their replies in support of the Motions for Leave to Appeal on June 11, 2024.
On January 23, 2023, an individual claimant filed a motion to lift the automatic order to pursue its asbestos suit against
Aldrich and Murray notwithstanding the Chapter 11 cases (the Stay Relief Motion). Aldrich and Murray, the FCR, and
certain non-debtor affiliates each opposed the Stay Relief Motion. The Bankruptcy Court denied the Stay Relief Motion
after holding a hearing on March 30, 2023. The Bankruptcy Court entered an order memorializing its March oral ruling on
November 13, 2024. The individual claimant filed a notice with the Bankruptcy Court appealing the order denying the Stay
Relief Motion to the District Court on November 27, 2024.
It is not possible to predict how the District Court will rule on these pending motions, whether an appellate court will affirm
or reverse the Bankruptcy Court orders denying the Motions to Dismiss and the Stay Relief Motion, whether the Bankruptcy
Court will approve the terms of the Plan, what the extent of the asbestos liability will be or how long the Chapter 11 cases
will last. The Chapter 11 cases remain pending as of February 6, 2025.
For detailed information on the bankruptcy cases of Aldrich and Murray, see Part I, Item 1, “Business - Asbestos-Related
Matters,” Part I, Item 1A, “Risk Factors - Risks Related to Litigation,” Part I, Item 3, “Legal Proceedings,” and Part II, Item 8,
Consolidated Financial Statements, and Note 20, “Commitments and Contingencies.”
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 geopolitical, environmental and social factors wherever we
operate or do business. Our geographic diversity and the breadth of our products and services portfolios have helped
mitigate the impact of any one industry or the economy of any single country on our consolidated operating results.
Given our broad range of products manufactured and geographic markets served, management uses a variety of
factors to predict the outlook for the 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 serve to proactively detect trends and to adapt our strategies accordingly, including potential triggers and actions
to be taken under recessionary scenarios. In addition, we believe our backlog and order levels are indicative of future
revenue and thus are a key measure of anticipated performance.
We expect conditions to remain mixed across our served end markets and geographies. Overall Commercial HVAC
markets in Americas and EMEA remain strong due to demand for our differentiated customer driven solutions and
the benefits of installing energy efficient products and decarbonizing the built environment. In Asia, markets are more
dynamic, with weak macro-economic conditions driving soft demand in China and more stable macro-economic
conditions driving modest demand in the rest of Asia. Transport refrigeration markets are experiencing lower demand as
freight rates remain low, particularly in the United States. Residential markets in the United States have improved in 2024
but are undergoing a regulatory transition which could bring short-term variation in demand, and uncertainties remain
from economic risks and higher interest rates.
We continue to see material and wage inflation impact our cost structure. Our performance may be impacted by future
developments that are uncertain. Geopolitical risks and macroeconomic events could cause disruptions to operations,
supply chains, end markets, financial markets and overall economic conditions which could negatively impact our business.
35
2024 Annual Report
PART II
We believe we have a solid foundation of global brands that are highly differentiated in all of our major product lines.
Our geographic mix, diversity of our portfolio, and our large installed product base, provide growth opportunities from
replacement demand and within our service revenue streams. Additionally, we are investing substantial resources to
innovate and develop new products and services which we expect to drive future growth.
RESULTS OF OPERATIONS
NON-GAAP FINANCIAL MEASURES
ORGANIC REVENUE
We define organic revenue as net revenues adjusted for the impact of currency, acquisitions and divestitures. Organic
revenue is not defined under U.S. Generally Accepted Accounting Principles (GAAP) and may not be comparable to
similarly-titled measures used by other companies and should not be considered a substitute for revenue as determined
in accordance with GAAP. Selected references are made to revenue growth on an organic basis so that certain financial
results can be viewed without the impacts of fluctuations in foreign currency rates and acquisitions, thereby providing
comparisons of operating performance from period to period of the business that we have owned during both periods
presented. We believe organic revenue growth provides investors with useful supplemental information about our
revenues in both periods presented.
SEGMENT ADJUSTED EBITDA
We define Segment Adjusted EBITDA as net earnings excluding interest expense, income taxes, depreciation and
amortization, restructuring, non-cash adjustments for contingent consideration, merger and acquisition-related costs,
unallocated corporate expenses, discontinued operations and other non-recurring items. Segment Adjusted EBITDA, and
ratios based on it, are used in the development of annual operating plans, including capital expenditure and operational
budgets, and in measuring performance against targets for purposes of incentive compensation. Segment Adjusted
EBITDA also provides a useful tool for assessing the operating performance and comparability between periods and
our ability to generate cash because it excludes the impact of certain non-cash or non-recurring items that can vary
significantly from period to period. 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 as determined in accordance with GAAP.
SEGMENT ADJUSTED OPERATING INCOME
We define Segment Adjusted Operating Income as operating income adjusted to exclude restructuring costs, merger
and acquisition-related costs, non-cash adjustments for contingent consideration and other non-recurring items.
Segment Adjusted Operating Income, and ratios based on it, are used to provide a comprehensive view of segment
profitability and evaluate efficient returns on assets. Segment Adjusted Operating Income also provides a useful tool for
assessing the comparability between periods because it eliminates non-recurring items that can vary from period to
period. Segment Adjusted Operating Income is not defined under GAAP and may not be comparable to similarly-titled
measures used by other companies and should not be considered a substitute for net earnings or other results as
determined in accordance with GAAP.
36
PART II
YEAR ENDED DECEMBER 31, 2024 COMPARED TO THE YEAR ENDED DECEMBER 31, 2023 - CONSOLIDATED RESULTS
DOLLAR AMOUNTS IN MILLIONS
2024
2023
PERIOD
CHANGE
2024% OF
REVENUES
2023% OF
REVENUES
Net revenues
$ 19,838.2
$ 17,677.6
$ 2,160.6
Cost of goods sold
(12,757.7)
(11,820.4)
(937.3)
64.3%
66.9%
Gross profit
7,080.5
5,857.2
1,223.3
35.7%
33.1%
Selling and administrative expenses
(3,580.4)
(2,963.2)
(617.2)
18.1%
16.7%
Operating income
3,500.1
2,894.0
606.1
17.6%
16.4%
Interest expense
(238.4)
(234.5)
(3.9)
Other income/(expense), net
(19.9)
(92.2)
72.3
Earnings before income taxes
3,241.8
2,567.3
674.5
Provision for income taxes
(627.6)
(498.4)
(129.2)
Earnings from continuing operations
2,614.2
2,068.9
545.3
Discontinued operations, net of tax
(24.7)
(27.2)
2.5
Net earnings
$
2,589.5
$
2,041.7
$
547.8
NET REVENUES
Net revenues for the year ended December 31, 2024 increased by 12.2%, or $2,160.6 million, compared with the same
period of 2023.
The components of the period change were as follows:
Volume
9.4%
Pricing
2.3%
Organic revenue(1)
11.7%
Acquisitions
1.0%
Currency translation
(0.5)%
Total
12.2%
(1)
Represents a non-GAAP measure. For more information, see “Non-GAAP Financial Measures.”
The increase in Net revenues was primarily driven by higher volumes as a result of stronger end-customer demand
within our Americas and EMEA segments, realization of price increases and incremental revenue from acquisitions,
partially offset by an unfavorable impact from foreign currency translation. 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, 2024 increased 260 basis points to 35.7% compared to 33.1% for
the same period of 2023 primarily due to gross productivity and price realization, partially offset by inflation.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses for the year ended December 31, 2024 increased by 20.8%, or $617.2 million,
compared with the same period of 2023. The increase in Selling and administrative expenses was primarily driven by
an increase in human capital costs related to investing in our people, higher sales commissions, incremental selling
and administrative expenses of acquired businesses and higher levels of business reinvestment. Additionally, non-cash
adjustments to contingent consideration reduced Selling and administrative expenses for the years ended December 31,
2024 and December 31, 2023 by $25.0 million and $49.3 million, respectively. Selling and administrative expenses as a
percentage of Net revenues for the year ended December 31, 2024 increased 140 basis points from 16.7% to 18.1%.
37
2024 Annual Report
PART II
INTEREST EXPENSE
Interest expense for the year ended December 31, 2024 increased by 1.7% or $3.9 million compared with the same period
of 2023 primarily due to the issuance of $500 million of 5.100% Senior Notes due in 2034. The increase in interest expense
was partially offset by an increase in interest income from short-term investments purchased with proceeds from
the debt issuance, which is reported in Other (income)/expense, net. We had no commercial paper outstanding as of
December 31, 2024.
PROVISION FOR INCOME TAXES
The 2024 effective tax rate was 19.4% which was lower than the U.S. Statutory rate of 21% due to excess tax benefits from
employee share-based payments and earnings in non-U.S. jurisdictions, which, in aggregate have a lower effective
tax rate, and includes the impact of the Organisation for Economic Co-operation and Development (OECD) tax reform
initiative (Pillar Two), partially offset by U.S. state and local taxes. Revenues from non-U.S. jurisdictions accounted for
approximately 26% of our total 2024 revenues, such that a material portion of our pretax income was earned and taxed
outside the U.S. at rates up 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 2023 effective tax rate was 19.4% which was lower than the U.S. Statutory rate of 21% due to a $30.3 million reduction
in valuation allowances primarily related to deferred tax assets associated with both foreign tax credits and operations
of international subsidiaries. Additional items that impact the effective tax rate are excess tax benefits from employee
share-based payments and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate offset by
an impairment of an equity investment, and U.S. state and local taxes. Revenues from non-U.S. jurisdictions accounted for
approximately 28% of our total 2023 revenues, such that a material portion of our pretax income was earned and taxed
outside the U.S. at rates up 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.
YEAR ENDED DECEMBER 31, 2024 COMPARED TO THE YEAR ENDED DECEMBER 31, 2023 - SEGMENT RESULTS
We operate under three reportable segments designed to create deep customer focus and relevance in markets
around the world. Intercompany sales between segments are immaterial.
• Our Americas segment innovates for customers in North America and Latin America. The Americas segment
encompasses commercial heating, cooling and ventilation systems, building controls and solutions, 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, cooling and ventilation 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, cooling and ventilation systems, services and solutions for commercial buildings and transport
refrigeration systems and solutions.
38
PART II
The following discussion compares our results for each of our three reportable segments for the year ended
December 31, 2024 compared to the year ended December 31, 2023.
DOLLAR AMOUNTS IN MILLIONS
2024
2023
%
CHANGE
Americas
Net revenues
$ 15,903.2
$ 13,832.0
15.0%
Segment Adjusted EBITDA
3,318.3
2,669.6
24.3%
Segment Adjusted EBITDA as a percentage of net revenues
20.9%
19.3%
EMEA
Net revenues
$
2,556.7
$
2,401.2
6.5%
Segment Adjusted EBITDA
505.1
464.7
8.7%
Segment Adjusted EBITDA as a percentage of net revenues
19.8%
19.4%
Asia Pacific
Net revenues
$
1,378.3
$
1,444.4
(4.6)%
Segment Adjusted EBITDA
329.3
321.3
2.5%
Segment Adjusted EBITDA as a percentage of net revenues
23.9%
22.2%
Total Net revenues
$ 19,838.2
$ 17,677.6
12.2%
Total Segment Adjusted EBITDA
4,152.7
3,455.6
20.2%
Total Segment Adjusted EBITDA as a percentage of net revenues
20.9%
19.5%
AMERICAS
Net revenues for the year ended December 31, 2024 increased by 15.0% or $2,071.2 million, compared with the same period
of 2023.
The components of the period change were as follows:
Volume
11.6%
Pricing
2.7%
Organic revenue(1)
14.3%
Acquisitions
1.0%
Currency translation
(0.3)%
Total
15.0%
The increase in organic revenue was primarily driven by higher volumes led by strong demand within both our
Commercial HVAC and Residential HVAC businesses and realization of price increases for both equipment and services
within our Commercial HVAC business, partially offset by softer transport markets.
The increase in revenue from acquisitions primarily relates to Helmer Scientific Inc (Helmer) acquired in the second
quarter of 2023, Nuvolo Technologies Corporation (Nuvolo) acquired in the fourth quarter of 2023 and a Commercial
HVAC sales channel acquisition in the third quarter of 2024.
Segment Adjusted EBITDA margin for the year ended December 31, 2024 increased by 160 basis points to 20.9%
compared to 19.3% for the same period of 2023 primarily due to price realization, gross productivity and higher volumes,
partially offset by inflation and continued business reinvestment.
39
2024 Annual Report
PART II
EMEA
Net revenues for the year ended December 31, 2024 increased by 6.5% or $155.5 million, compared with the same
period of 2023.
The components of the period change were as follows:
Volume
4.9%
Pricing
0.9%
Organic revenue(1)
5.8%
Acquisitions
1.3%
Currency translation
(0.6)%
Total
6.5%
The increase in organic revenue was primarily driven by strong customer demand within our Commercial HVAC business
and realization of price increases within both our Commercial HVAC and Transport Refrigeration businesses.
The increase in revenue from acquisitions primarily relates to MTA acquired in the second quarter of 2023.
Segment Adjusted EBITDA margin for the year ended December 31, 2024 increased by 40 basis points to 19.8% compared
to 19.4% for the same period of 2023 primarily due to favorable productivity and price, partially offset by inflation, continued
business reinvestment and loss from a devaluation of the Egyptian pound.
ASIA PACIFIC
Net revenues for the year ended December 31, 2024 decreased by 4.6% or $66.1 million, compared with the same period
of 2023.
The components of the period change were as follows:
Volume
(4.2)%
Pricing
1.2%
Organic revenue(1)
(3.0)%
Currency translation
(1.6)%
Total
(4.6)%
The decrease in organic revenue was primarily driven by lower volumes in China, partially offset by realization of price
increases within our Commercial HVAC business and higher volumes in the rest of Asia.
Segment Adjusted EBITDA margin for the year ended December 31, 2024 increased by 170 basis points to 23.9%
compared to 22.2% for the same period of 2023 primarily due to gross productivity and price realization, partially offset by
lower volumes, inflation and continued business reinvestment.
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
40
PART II
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
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, 2024.
As of December 31, 2024, we had $1,590.1 million of cash and cash equivalents on hand, of which $1,423.0 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. 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, 2024, we currently have no plans to repatriate funds from
subsidiaries for which we assert permanent reinvestment.
Share repurchases are made in accordance with our balanced capital allocation strategy, subject to market conditions
and regulatory requirements. In February 2022, our Board of Directors authorized the repurchase of up to $3.0 billion of
our ordinary shares (2022 Authorization) and in December 2024, our Board of Directors authorized the repurchase of up to
an additional $5.0 billion of our ordinary shares (2024 Authorization) upon the conclusion of the 2022 Authorization. During
the year ended December 31, 2024, we repurchased and canceled approximately $1.3 billion of ordinary shares, leaving
$1.2 billion remaining under the 2022 Authorization and $5.0 billion remaining under the 2024 Authorization. Additionally,
during the period after December 31, 2024 through January 31, 2025, we repurchased approximately $100 million of our
ordinary shares under the 2022 Authorization.
We expect to pay a competitive and growing dividend. Since the launch of Trane Technologies in March 2020, we have
increased our quarterly dividend per share by 58%, from $0.53 to $0.84 per ordinary share, or $2.12 to $3.36 per share
annualized. All four 2024 quarterly dividends were paid during the year ended December 31, 2024. In February 2025, our
Board of Directors declared an increase in our quarterly share dividend by 12%, from $0.84 to $0.94 per ordinary share, or
$3.36 to $3.76 per share annualized starting in the first quarter of 2025.
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. 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 technology and business for our
operational sustainability programs. Our research and development and sustaining costs account for approximately 2% of
annual Net revenues.
In pursuing our business strategy, we routinely conduct discussions, evaluate targets and enter into agreements
regarding possible acquisitions, divestitures, joint ventures and equity investments. We have acquired several businesses,
entered into joint ventures and invested in companies that complement existing products and services further
enhancing our product portfolio. We deployed capital of approximately $197 million and $881 million to acquisitions and
equity investments completed during the years ended December 31, 2024 and December 31, 2023, respectively. In 2024,
we committed capital of approximately $470 million attributable to acquisitions and equity investments that were signed
in 2024 and were closed in 2024 or in January 2025.
41
2024 Annual Report
PART II
We incur 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. We believe that our
existing cash balances, anticipated cash flow from operations, 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 $270.0 million qualified
settlement fund (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, which was
funded on March 2, 2022.
LIQUIDITY
The following table contains several key measures of our financial condition and liquidity at the periods ended
December 31:
IN MILLIONS
2024
2023
Cash and cash equivalents
$
1,590.1
$
1,095.3
Short-term borrowings and current maturities of long-term debt
452.2
801.9
Long-term debt
4,318.1
3,977.9
Total debt
4,770.3
4,779.8
Total Trane Technologies plc shareholders' equity
7,457.4
6,995.2
Total equity
7,486.9
7,017.0
Debt-to-total capital ratio
38.9%
40.5%
DEBT AND CREDIT FACILITIES
As of December 31, 2024, our short-term obligations primarily consist of current maturities of $157.2 million that mature in
June 2025 and $295.0 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. In accordance
with notice requirements as specified in the offering documents, holders had the option to exercise puts up to
$37.2 million for settlement in February 2025 but did not exercise such option. In accordance with notice requirements
as specified in the offering documents, holders will have the option to exercise puts up to $257.8 million for settlement in
November 2025. 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, 2024. We had no commercial paper outstanding at December 31, 2024
and December 31, 2023. See Note 7, “Debt and Credit Facilities,” 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 2026 and 2049. In
addition, we maintain two $1.0 billion senior unsecured revolving credit facilities, one of which matures in June 2026 and
the other which matures in April 2027. 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,
2024 and December 31, 2023. See Note 7, “Debt and Credit Facilities,” 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.
42
PART II
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
2024
2023
Net cash provided by continuing operating activities
$
3,177.7
$
2,426.8
Net cash used in continuing investing activities
(562.9)
(1,172.2)
Net cash used in continuing financing activities
(2,020.6)
(1,350.3)
Operating Activities
Net cash provided by continuing operating activities for the year ended December 31, 2024 was $3,177.7 million, of which
net income provided $2,938.8 million after adjusting for non-cash transactions. Net cash provided by continuing operating
activities for the year ended December 31, 2023 was $2,426.8 million, of which net income provided $2,499.6 million after
adjusting for non-cash transactions. The year-over-year increase in net cash from continuing operating activities was
primarily due to higher net earnings and an improved cash conversion cycle.
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, funding of joint ventures and other equity investments and purchases and sales of
short-term investments. During the year ended December 31, 2024, net cash used in investing activities from continuing
operations was $562.9 million. The primary drivers of the usage were attributable to capital expenditures of $370.6 million
and acquisitions of businesses of $180.3 million, net of cash acquired. During the year ended December 31, 2023, net
cash used in investing activities from continuing operations was $1,172.2 million. The primary drivers of the usage was
attributable to acquisition of businesses, which totaled $862.8 million, net of cash acquired, and capital expenditures of
$300.7 million.
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, net proceeds from debt issuances and proceeds from shares issued in connection with incentive plans. During
the year ended December 31, 2024, net cash used in financing activities from continuing operations was $2,020.6 million.
The primary drivers of the outflow related to the repurchase of $1,280.8 million in ordinary shares and dividends paid to
ordinary shareholders of $757.5 million. In addition, we received $498.5 million in proceeds from the issuance of 5.100%
Senior Notes due 2034, which was offset by the redemption of $500.0 million of 3.550% Senior Notes that matured
in November 2024. During the year ended December 31, 2023, net cash used in financing activities from continuing
operations was $1,350.3 million. The primary drivers of the outflow related to dividends paid to ordinary shareholders of
$683.7 million and the repurchase of $669.3 million in ordinary shares. In addition, we received $699.1 million in proceeds
from the issuance of 5.250% Senior Notes due March 2033 which was offset by the redemption of $700.0 million of Senior
Notes due June 2023.
Free Cash Flow
Free cash flow is a non-GAAP measure and defined as Net cash provided by (used in) continuing operating activities
adjusted for capital expenditures, cash payments for restructuring, legacy legal liability, transformation costs and
merger and acquisition (M&A) related costs less insurance settlements on property claims and an adjustment for our
special three-year Outperformance Incentive Program. 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.
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2024 Annual Report
PART II
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
2024
2023
Net cash provided by (used in) continuing operating activities
$
3,177.7
$
2,426.8
Capital expenditures
(370.6)
(300.7)
Cash payments for restructuring
8.6
12.3
Legacy legal liability
2.7
—
Transformation costs paid
—
3.9
M&A transaction costs
1.7
18.9
Insurance settlements on property claims
—
(10.0)
Adjustment for Outperformance Incentive Program(2)
(31.1)
—
Free cash flow(1)
$
2,789.0
$
2,151.2
(1)
Represents a non-GAAP measure.
(2)
The Company implemented a special three-year Outperformance Incentive Program during the year ended December 31, 2024
that provides additional incentive-based cash compensation to eligible participants based primarily on the achievement of outsized
revenue performance beyond what is achievable under the Company’s existing short-term incentive programs. Performance is
measured over three annual periods representing the years ended December 31, 2024, 2025 and 2026. Cash payments related
to performance achieved will be made in the quarter ended March 31, 2027. This adjustment represents amounts earned in the
respective performance period that will be paid during the quarter ended March 31, 2027.
PENSION PLANS
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. We
use a dynamic approach to asset allocation 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, “Pension
and Postretirement Benefits Other Than Pensions,” 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, including
our commercial paper program, 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 $370.6 million, $300.7 million and $291.8 million for the years ended December 31, 2024, 2023
and 2022, respectively. Our investments continue to improve manufacturing productivity, expand capacity, reduce costs,
provide environmental enhancements, upgrade information technology infrastructure and security and advanced
technologies for existing facilities. The capital expenditure program for 2025 is estimated to be approximately 2.0% 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.
For financial market risk impacting the Company, see Part II, Item 7A, “Quantitative and Qualitative Disclosure About
Market Risk.”
44
PART II
CAPITALIZATION
Financing rates and conditions associated with future borrowings under our commercial paper program or term debt
offerings will be affected by general financing conditions and our credit ratings. On April 10, 2024, Moody’s announced
that it upgraded our long-term credit rating from Baa1 to A3 and put the Company on positive outlook. On October 31,
2024, Standard and Poor’s announced that it revised our long-term credit rating from BBB+ stable to BBB+ positive. As of
December 31, 2024, our credit ratings were as follows:
SHORT-TERM
LONG-TERM
Moody's
P-2
A3
Standard and Poor's
A-2
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, 2024, 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 “Leases,” Note 16 “Income Taxes” and Note 20 “Commitments and Contingencies,”
respectively, to the Consolidated Financial Statements. Our material cash requirements include the following contractual
and other obligations.
DEBT
At December 31, 2024, we had outstanding aggregate long-term debt principal payments of $4,802.2 million, with
$452.2 million payable within 12 months. The amount payable within 12 months includes $295.0 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 $2,348.6 million, with $220.5 million payable within 12 months. See Note 7, “Debt and
Credit Facilities,” 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,
2024, we had purchase obligations of $1,161.2 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
$30 million to our enterprise plans worldwide in 2025. The timing and amounts of future contributions are dependent
upon the funding status of the plans, which is expected to vary as a result of changes in interest rates, returns on
underlying assets, and other factors. See Note 11, “Pensions and Postretirement Benefits Other Than Pensions,” 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 $29 million in 2025. See Note 11, “Pensions and Postretirement Benefits Other
Than Pensions,” to the Consolidated Financial Statements for additional information regarding postretirement benefits
other than pensions.
45
2024 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, 2024:
PARENT, ISSUER OR GUARANTORS
NOTES ISSUED
NOTES GUARANTEED
Trane Technologies plc (Plc)
None
All registered notes and debentures
Trane Technologies Irish Holdings
Unlimited Company (TT Holdings)
None
All notes issued by TTFL and TTC
HoldCo
Trane Technologies Global Holding II
Company (TT Global II)
None
All notes issued by TTFL and TTC
HoldCo
Trane Technologies Lux International
Holding Company S.à.r.l.
(TT International)
None
All notes issued by TTFL and TTC
HoldCo
Trane Technologies Americas Holding
Corporation (TT Americas)
None
All notes issued by TTFL and TTC
HoldCo
Trane Technologies Financing
Limited (TTFL)
3.500% Senior Notes due 2026
3.800% Senior Notes due 2029
5.250% Senior Notes due 2033
5.100% Senior Notes due 2034
4.650% Senior Notes due 2044
4.500% Senior Notes due 2049
All notes and debentures issued by
TTC HoldCo and TTC
Trane Technologies HoldCo Inc.
(TTC HoldCo)
3.750% Senior Notes due 2028
5.750% Senior Notes due 2043
4.300% Senior Notes due 2048
All notes issued by TTFL
Trane Technologies Company
LLC (TTC)
7.200% Debentures due 2025
6.480% Debentures due 2025
Puttable debentures due 2027-2028
All notes issued by TTFL and TTC
HoldCo
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, 2024. Our obligor groups as of December 31, 2024 were as follows: Obligor
group 1 consists of Plc, TT Holdings, TT Global II, TT International, TT Americas, TTFL, TTC HoldCo and TTC; Obligor
group 2 consists of Plc, TTFL and TTC.
SUMMARIZED STATEMENTS OF EARNINGS
YEAR ENDED DECEMBER 31, 2024
IN MILLIONS
OBLIGOR GROUP 1
OBLIGOR GROUP 2
Net revenues
$
—
$
—
Gross profit (loss)
—
—
Intercompany interest and fees
1,232.3
2,956.9
Earnings (loss) from continuing operations
844.1
2,071.4
Discontinued operations, net of tax
(20.9)
(23.7)
Net earnings (loss)
823.2
2,047.7
Less: Net earnings attributable to noncontrolling interests
—
—
Net earnings (loss) attributable to Trane Technologies plc
$
823.2
$2,047.7
46
PART II
SUMMARIZED BALANCE SHEET
DECEMBER 31, 2024
IN MILLIONS
OBLIGOR GROUP 1
OBLIGOR GROUP 2
ASSETS
Intercompany receivables
$
265.6
$
4,363.2
Current assets
413.8
4,469.0
Intercompany notes receivable
500.0
4,900.0
Noncurrent assets
1,320.0
5,603.5
LIABILITIES
Intercompany payables
5,290.2
2,530.3
Current liabilities
6,305.0
3,490.0
Intercompany notes payable
4,000.0
4,000.0
Noncurrent liabilities
9,014.6
7,650.2
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 U.S. 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 tested at the reporting unit level. The test compares the carrying amount of the reporting
unit to its estimated fair value. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the
reporting unit is not impaired. To the extent that the carrying value of the reporting unit exceeds its estimated fair value,
an impairment loss would be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair
value, not to exceed the carrying amount of goodwill in that reporting unit.
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 or 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, revenue growth rates, and margins, with due consideration given to forecasting risk. The market-
adjusted multiple of earnings or revenues approach reflects the market’s expectations for future growth and risk, with
47
2024 Annual Report
PART II
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.
Under the income approach, we assumed a forecasted cash flow period of five to ten years with discount rates
ranging from 8.5% to 15.5% and a terminal growth rate of 3.5% to 4.0%. Under the guideline public company method,
we used multiples of earnings before interest, taxes, depreciation and amortization (EBITDA) or revenues based on
the market information of comparable companies. Additionally, we compared the estimated aggregate fair value
of our reporting units to our overall market capitalization. The excess of the estimated fair value over carrying value
(expressed as a percentage of carrying value) for most reporting units exceeded 400%. The estimated fair value of one
reporting unit formed upon the acquisition of Nuvolo in November 2023 was approximately equal to its carrying value.
As of December 31, 2024, this reporting unit had $313.0 million of goodwill. A significant increase in the discount rate,
decrease in the long-term growth rate, or substantial reductions in our end markets and volume assumptions could
have a negative impact on the estimated fair value of this reporting unit.
OTHER INDEFINITE-LIVED INTANGIBLE ASSETS
Other intangible assets with indefinite useful lives are tested for impairment on an annual basis. The fair value of
intangible assets with indefinite useful lives 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.
In testing our other indefinite-lived intangible assets for impairment, we forecasted revenues for a period of five years
with discount rates ranging from 8.5% to 14.0%, terminal growth rates of 3.5%, and royalty rates ranging from 1.0% to 4.5%.
For significant indefinite-lived intangible assets, the excess of the estimated fair value over carrying value (expressed as
a percentage of carrying value) exceeded 400%. A significant increase in the discount rate, decrease in the long-term
growth rate, decrease in the royalty rate or substantial reductions in our end markets and volume assumptions could
have a negative impact on the estimated fair values of any of our tradenames.
• 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 cash flows, including revenue growth rates and margins, 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 evaluated 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.
48
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 non-cash 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, 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.
49
2024 Annual Report
PART II
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 2025 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 $0.2 million and the decline in
the estimated return on assets would increase expense by $4.8 million. A 0.25% rate decrease in the discount rate for
postretirement benefits would increase expected 2025 net periodic postretirement benefit cost by $0.3 million.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2, “Summary of Significant Accounting Policies” 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, 2024 are in Euros and Chinese Yuan. A hypothetical 10% unfavorable change in the
average exchange rate used to translate Net revenues for the year ended December 31, 2024 from either Euros or Chinese
Yuan-based operations into U.S. dollars would result in a decline of approximately $170 million and $60 million, respectively.
We use derivative instruments to partially 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, 2024, a hypothetical change
in fair value of those derivative instruments assuming a 10% adverse change in exchange rates would result in an
unrealized loss of $15.5 million, as compared with $6.5 million at December 31, 2023. 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, 2024, a hypothetical change in fair value of those derivative instruments
assuming a 10% decrease in commodity prices would result in an unrealized loss of $12.7 million, as compared with
$8.2 million at December 31, 2023. These amounts, when realized, would be offset by changes in the fair value of the
underlying commodity purchases.
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.
50
PART II
Item 8. Financial Statements
(a) The following Consolidated Financial Statements and the report thereon of PricewaterhouseCoopers LLP dated
February 6, 2025, 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, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
Consolidated Balance Sheets at December 31, 2024 and 2023
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
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, 2024, that the Company’s disclosure controls and procedures were
effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under
the Exchange Act has been recorded, processed, summarized and reported, within the time periods specified in the
Commission’s rules and forms, and that such information has been accumulated and communicated to the Company’s
management including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
(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.
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2024 Annual Report
PART II
Management has assessed the effectiveness of internal control over financial reporting as of December 31, 2024. 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, 2024.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 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, 2024 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
SECURITIES TRADING PLANS OF DIRECTORS AND EXECUTIVE OFFICERS
Our director compensation program, which consists of an annual cash retainer and grant of restricted stock units
(RSUs), is designed to compensate non-employee directors fairly for work required for a company of our size and scope
and to align their interests with the long-term interests of our shareholders. Similarly, a portion of the compensation of
our executive officers (as defined in SEC Rule 16a-1(f)) is delivered in the form of our Long-Term Incentive Program (LTI),
which is comprised of stock options, RSUs and performance share units (PSUs). We believe compensating our directors
and executive officers with a mix of equity-based awards effectively links compensation to long-term shareholder value
creation, Environmental, Social, and Governance (ESG), and financial results.
Subject to the satisfaction of our share ownership requirements, our directors and executive officers may, from time
to time, engage in transactions to sell some of the shares granted to them as part of our director and executive
compensation programs after such shares vest following the expiration of any time-based restrictions or achievement
of certain pre-established performance goals. In addition, our directors and executive officers may also, from time to
time, engage in other transactions involving our securities, which may entail the purchase or sale of our common stock
outside of these compensation programs on an open-market basis.
All transactions in our securities by our directors and executive officers must occur in accordance with our Insider
Trading Policy, which, among other things, requires that such transactions be in accordance with applicable U.S. federal
securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 of the Securities
Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that
avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic
information. Our insider trading policy permits our directors and executive officers to enter trading plans designed to
prearrange transactions in our securities in accordance with Rule 10b5-1.
52
PART II
During the fourth quarter of 2024, none of our directors or executive officers adopted or terminated a “non-Rule 10b5-1
trading arrangement,” as defined in Item 408(a) of Regulation S-K. The following table describes contracts, instructions
or written plans for the sale or purchase of our securities adopted or terminated by our directors and executive officers
during the fourth quarter of 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c),
referred to as Rule 10b5-1 trading plans:
NAME AND TITLE
ACTION
DATE OF
ACTION
SCHEDULED
EXPIRATION DATE(1)
AGGREGATE NUMBER OF SECURITIES
TO BE PURCHASED OR SOLD(2)
Paul A. Camuti(3)
Executive Vice President
and Chief Technology and
Sustainability Officer
Adopt
11/13/2024
5/2/2025
Sale of up to 14,270(4)
shares of common stock
Donald E. Simmons
Group President, Americas
Adopt
10/31/2024
5/10/2025
Sale of up to 24,358(5)
shares of common stock
(1)
In each case a trading plan may also expire prior to the scheduled expiration date if all transactions under the trading plan are
completed before the scheduled expiration date.
(2)
Aggregate number of shares in this column includes shares that may be forfeited or withheld to satisfy exercise price and tax
obligations at the time of vesting.
(3)
Mr. Camuti retired on December 31, 2024.
(4)
This figure includes a grant of 4,487 unvested PSUs that are expected to vest during the term of the Rule 10b5-1 trading plans, which
are assumed to vest at 100% of the target award amount. The actual number of PSUs that may vest can vary between 0% - 200% of
the target award amount, subject to the achievement of certain performance conditions as set forth in the PSU award agreement.
(5)
This figure includes a grant of 2,991 unvested PSUs that are expected to vest during the term of the Rule 10b5-1 trading plans, which
are assumed to vest at 100% of the target award amount. The actual number of PSUs that may vest can vary between 0% - 200% of
the target award amount, subject to the achievement of certain performance conditions as set forth in the PSU award agreement.
Item 9C. Disclosure Regarding Foreign Jurisdictions that
Prevent Inspections
Not Applicable.
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2024 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 (to the extent reported therein)” and
“Corporate Governance” in our definitive proxy statement for the 2025 annual general meeting of shareholders
(2025 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,” “Human
Resources and Compensation Committee Report” and “Human Resources and Compensation Committee Interlocks
and Insider Participation” in our 2025 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 2025 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
2025 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 2025 Proxy Statement.
54
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) 1.
Financial Statements
See Item 8.
2.
Financial Statement Schedules
Schedules have been omitted because the required information is not applicable or because
the required information is included elsewhere in this Annual Report on Form 10-K.
3.
Exhibits
The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report
on Form 10-K.
55
2024 Annual Report
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
2.1
Agreement and Plan of Merger, dated as of April 30,
2019, by and among the Company, Gardner Denver
Holdings, Inc., Ingersoll-Rand U.S. HoldCo, Inc. and
Charm Merger Sub Inc.
Incorporated by reference to Exhibit 2.1 to the
Company’s Form 8-K (File No. 001-34400) filed
with the SEC on May 6, 2019.
2.2
Separation and Distribution Agreement, dated as of
April 30, 2019, by and between Ingersoll-Rand plc and
Ingersoll-Rand U.S. HoldCo, Inc.
Incorporated by reference to Exhibit 2.2 to the
Company’s Form 8-K (File No. 001-34400) filed
with the SEC on May 6, 2019).
3.1
Constitution of the Company, as amended and
restated on June 2, 2016
Incorporated by reference to Exhibit 3.1 to the
Company’s Form 8-K (File No. 001-34400) filed
with the SEC on June 7, 2016.
3.2
Amendment to the Constitution of the Company dated
March 2, 2020
Incorporated by reference to Exhibit 3.2 to the
Company’s 2020 Form 10-K (File No. 001-34400)
filed with the SEC on February 9, 2021.
The Company and its subsidiaries are parties to
several long-term debt instruments under which, in
each case, the total amount of securities authorized
does not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis.
Pursuant to paragraph 4 (iii)(A) of Item 601 (b) of
Regulation S-K, the Company agrees to furnish
a copy of such instruments to the Securities and
Exchange Commission upon request.
4.1
Indenture, dated as of June 20, 2013, by and among
Ingersoll-Rand Global Holding Company Limited, as
issuer, Ingersoll-Rand plc, Ingersoll-Rand Company
Limited and Ingersoll-Rand International Holding
Limited, as guarantors and The Bank of New York
Mellon, as Trustee.
Incorporated by reference to Exhibit 4.1 to the
Company’s Form 8-K (File No. 001-34400) filed
with the SEC on June 26, 2013.
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4.2
First Supplemental Indenture, dated as of June 20,
2013, by and among Ingersoll-Rand Global Holding
Company Limited, as issuer, Ingersoll-Rand plc,
Ingersoll-Rand Company Limited and Ingersoll-Rand
International Holding Limited, as guarantors and The
Bank of New York Mellon, as Trustee, relating to the
2.875% Senior Notes due 2019.
Incorporated by reference to Exhibit 4.2 to the
Company’s Form 8-K (File No. 001-34400) filed with
the SEC on June 26, 2013.
4.3
Second Supplemental Indenture, dated as of June 20,
2013, by and among Ingersoll-Rand Global Holding
Company Limited, as issuer, Ingersoll-Rand plc,
Ingersoll-Rand Company Limited and Ingersoll-Rand
International Holding Limited, as guarantors and The
Bank of New York Mellon, as Trustee, relating to the
4.250% Senior Notes due 2023.
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.
4.4
Third Supplemental Indenture, dated as of June 20,
2013, by and among Ingersoll-Rand Global Holding
Company Limited, as issuer, Ingersoll-Rand plc,
Ingersoll-Rand Company Limited and Ingersoll-Rand
International Holding Limited, as guarantors and The
Bank of New York Mellon, as Trustee, relating to the
5.750% Senior Notes due 2043.
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.
4.5
Fourth Supplemental Indenture, dated as of
November 20, 2013, among Ingersoll-Rand Global
Holding Company Limited, a Bermuda company,
Ingersoll-Rand Company Limited, a Bermuda
company, Ingersoll-Rand International Holding Limited,
a Bermuda company, Ingersoll-Rand plc, an Irish
public limited company, Ingersoll-Rand Company,
a New Jersey corporation, and The Bank of New
York Mellon, as Trustee, to the Indenture dated as of
June 20, 2013.
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.
4.6
Fifth Supplemental Indenture, dated as of October 28,
2014, by and among Ingersoll-Rand Global Holding
Company Limited, as issuer, Ingersoll-Rand Company,
as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand
Company Limited, Ingersoll-Rand International Holding
Limited, Ingersoll-Rand Luxembourg Finance S.A.,
as guarantors, and The Bank of New York Mellon, as
Trustee, to an Indenture, dated as of June 20, 2013.
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.
4.7
Sixth Supplemental Indenture, dated as of December 18,
2015, by and among Ingersoll-Rand Global Holding
Company Limited, as issuer, Ingersoll-Rand Company,
as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand
International Holding Limited, Ingersoll-Rand
Luxembourg Finance S.A., and Ingersoll-Rand Lux
International Holding Company S.à.r.l. as guarantors,
and The Bank of New York Mellon, as Trustee, to an
Indenture, dated as of June 20, 2013.
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.
4.8
Seventh Supplemental Indenture, dated as of April 5, 2016,
by and among Ingersoll-Rand Global Holding company
Limited, as issuer, Ingersoll-Rand Company, as co-obligor,
Ingersoll-Rand plc, Ingersoll-Rand International Holding
Limited, Ingersoll-Rand Luxembourg Finance S.A.,
Ingersoll-Rand Lux International Holding Company S.à r.l.,
and Ingersoll-Rand Irish Holdings Unlimited Company, as
guarantors, and The Bank of New York Mellon, as Trustee,
to an indenture, dated as of June 20, 2013.
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.
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4.9
Eighth Supplemental Indenture, dated as of May 1,
2020, by and among Ingersoll-Rand Global Holding
Company Limited, Ingersoll-Rand Company, Trane
Technologies plc, Trane Technologies Luxembourg
Finance S.A., Trane Technologies Lux International
Holding Company S.à.r.l., Trane Technologies Irish
Holdings Unlimited Company, Trane Technologies
HoldCo Inc., and The Bank of New York Mellon, as
Trustee, to an indenture dated as of June 20, 2013.
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.
4.10
Ninth Supplemental Indenture, dated as of May 1,
2020, by and among Ingersoll-Rand Global Holding
Company Limited, Ingersoll-Rand Company, Trane
Technologies plc, Trane Technologies Luxembourg
Finance S.A., Trane Technologies Lux International
Holding Company S.à.r.l., Trane Technologies Irish
Holdings Unlimited Company, Trane Technologies
HoldCo Inc., and The Bank of New York Mellon, as
Trustee, to an indenture dated as of June 20, 2013.
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.
4.11
Tenth Supplemental Indenture, dated as of May 1,
2020, by and among Trane Technologies HoldCo Inc.,
Ingersoll-Rand Global Holding Company Limited,
Ingersoll-Rand Company, Trane Technologies plc,
Trane Technologies Luxembourg Finance S.A., Trane
Technologies Lux International Holding Company
S.à.r.l., Trane Technologies Irish Holdings Unlimited
Company, Trane Technologies Company LLC, and The
Bank of New York Mellon, as Trustee, to an indenture
dated as of June 20, 2013.
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.
4.12
Eleventh Supplemental Indenture, dated as of May 1,
2020, by and among Trane Technologies HoldCo Inc.,
Ingersoll-Rand Global Holding Company Limited,
Ingersoll-Rand Company, Trane Technologies plc,
Trane Technologies Luxembourg Finance S.A., Trane
Technologies Lux International Holding Company
S.à.r.l., Trane Technologies Irish Holdings Unlimited
Company, Trane Technologies Company LLC, and The
Bank of New York Mellon, as Trustee, to an indenture
dated as of June 20, 2013.
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.
4.13
Twelfth Supplemental Indenture, dated as of April 30,
2021, by and among Trane Technologies HoldCo Inc.,
Trane Technologies Company LLC, Trane Technologies
Global Holding Company Limited, Trane Technologies
plc, Trane Technologies Lux International Holding
Company S.à r.l., Trane Technologies Irish Holdings
Unlimited Company and Trane Technologies Financing
Limited and The Bank of New York Mellon, as Trustee.
Incorporated by reference to Exhibit 4.13 to the
Company’s 2021 Form 10-K (File No. 001-34400)
filed with the SEC on February 7, 2022.
4.14
Thirteenth Supplemental Indenture, dated as
of November 20, 2023, by and among Trane
Technologies HoldCo Inc., Trane Technologies
Company LLC, Trane Technologies plc, Trane
Technologies Lux International Holding Company
S.à r.l., Trane Technologies Irish Holdings Unlimited
Company, Trane Technologies Financing Limited,
Trane Technologies Americas Holding Corporation,
and Trane Technologies Global Holding II Company
Limited, and The Bank of New York Mellon, as Trustee.
Incorporated by reference to Exhibit 4.14 to the
Company’s 2023 Form 10-K (File No. 001-34400)
filed with the SEC on February 8, 2024.
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4.15
Indenture, dated as of October 28, 2014, by and among
Ingersoll-Rand Luxembourg Finance S.A., as issuer,
and Ingersoll-Rand plc, Ingersoll-Rand Company
Limited, Ingersoll-Rand International Holding Limited,
Ingersoll-Rand Company and Ingersoll-Rand Global
Holding Company Limited, as guarantors, and The
Bank of New York Mellon, as Trustee.
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.
4.16
First Supplemental Indenture, dated as of October 28,
2014, by and among Ingersoll-Rand Luxembourg
Finance S.A., as issuer, and Ingersoll-Rand plc,
Ingersoll-Rand Company Limited, Ingersoll-Rand
International Holding Limited, Ingersoll-Rand Company
and Ingersoll-Rand Global Holding Company Limited,
as guarantors, and The Bank of New York Mellon, as
Trustee, relating to the 2.625% Senior Notes due 2020.
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.
4.17
Second Supplemental Indenture, dated as of
October 28, 2014, by and among Ingersoll-Rand
Luxembourg Finance S.A., as issuer, and Ingersoll-
Rand plc, Ingersoll-Rand Company Limited, Ingersoll-
Rand International Holding Limited, Ingersoll-Rand
Company and Ingersoll-Rand Global Holding
Company Limited, as guarantors, and The Bank of New
York Mellon, as Trustee, relating to the 3.550% Senior
Notes due 2024.
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.
4.18
Third Supplemental Indenture, dated as of October 28,
2014, by and among Ingersoll-Rand Luxembourg
Finance S.A., as issuer, and Ingersoll-Rand plc,
Ingersoll-Rand Company Limited, Ingersoll-Rand
International Holding Limited, Ingersoll-Rand Company
and Ingersoll-Rand Global Holding Company Limited,
as guarantors, and The Bank of New York Mellon, as
Trustee, relating to the 4.650% Senior Notes due 2044.
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.
4.19
Fourth Supplemental Indenture, dated as of
December 18, 2015, by and among Ingersoll-Rand
Luxembourg Finance S.A., as issuer, and Ingersoll-
Rand plc, Ingersoll-Rand International Holding Limited,
Ingersoll-Rand Company, Ingersoll-Rand Global
Holding Company Limited, and Ingersoll-Rand Lux
International Holding Company S.à.r.l. as guarantors,
and The Bank of New York Mellon, as Trustee.
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.
4.20
Fifth Supplemental Indenture, dated as of April 5, 2016,
by and among Ingersoll-Rand Luxembourg Finance
S.A., as Issuer, and Ingersoll-Rand plc, Ingersoll-Rand
Company Limited, Ingersoll-Rand Company, Ingersoll-
Rand International Holding Limited, Ingersoll-Rand Lux
International Holding Company S.à r.l., Ingersoll-Rand
Irish Holdings Unlimited Company, as guarantors, and
The Bank of New York Mellon, as Trustee.
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.
4.21
Sixth Supplemental Indenture, dated as of May 1,
2020, by and among Trane Technologies Luxembourg
Finance S.A., Trane Technologies plc, Ingersoll-Rand
Global Holding Company Limited, Ingersoll-Rand
Company, Trane Technologies Irish Holdings Unlimited
Company, Trane Technologies HoldCo Inc., and the
Bank of New York Mellon, as Trustee.
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.
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4.22
Seventh Supplemental Indenture, dated as of May 1,
2020, by and among Trane Technologies Luxembourg
Finance S.A., Trane Technologies plc, Ingersoll-Rand
Global Holding Company Limited, Trane Technologies
Irish Holdings Unlimited Company, Trane Technologies
HoldCo Inc., Trane Technologies Company LLC, and
the Bank of New York Mellon, as Trustee.
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.
4.23
Eighth Supplemental Indenture, dated as of May 1,
2020, by and among Trane Technologies Luxembourg
Finance S.A., Trane Technologies plc, Ingersoll-Rand
Global Holding Company Limited, Trane Technologies
Lux International Holding Company S.à.r.l., Trane
Technologies Irish Holdings Unlimited Company,
Trane Technologies HoldCo Inc., Trane Technologies
Company LLC, and the Bank of New York Mellon,
as Trustee.
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.
4.24
Ninth Supplemental Indenture, dated as of
May 1, 2020, by and among Trane Technologies
Luxembourg Finance S.A., Trane Technologies plc,
Ingersoll-Rand Global Holding Company Limited,
Trane Technologies Lux International Holding
Company S.à.r.l., Trane Technologies Irish Holdings
Unlimited Company, Trane Technologies HoldCo Inc.,
Trane Technologies Company LLC, and the Bank of
New York Mellon, as Trustee.
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.
4.25
Tenth Supplemental Indenture dated as of April 30,
2021, by and among Trane Technologies Financing
Limited, Trane Technologies Global Holding
Company Limited, Trane Technologies plc, Trane
Technologies Lux International Holding Company
S.à r.l., Trane Technologies Irish Holdings Unlimited
Company, Trane Technologies HoldCo Inc., and Trane
Technologies Company LLC and The Bank of New
York Mellon, as Trustee.
Incorporated by reference to Exhibit 4.24 to the
Company’s 2021 Form 10-K (File No. 001-34400)
filed with the SEC on February 7, 2022.
4.26
Eleventh Supplemental Indenture dated as
of November 20, 2023, by and among Trane
Technologies Financing Limited, Trane Technologies
plc, Trane Technologies Lux International Holding
Company S.à r.l., Trane Technologies Irish Holdings
Unlimited Company, Trane Technologies HoldCo
Inc., Trane Technologies Company LLC, Trane
Technologies Americas Holding Corporation, and
Trane Technologies Global Holding II Company
Limited, and The Bank of New York Mellon, as Trustee.
Incorporated by reference to Exhibit 4.26 to the
Company’s 2023 Form 10-K (File No. 001-34400)
filed with the SEC on February 8, 2024.
4.27
Indenture, dated as of February 21, 2018, by and
among Ingersoll-Rand Global Holding Company
Limited, as issuer, Ingersoll-Rand plc, Ingersoll-
Rand Luxembourg Finance S.A., Ingersoll-Rand Lux
International Holding Company S.à r.l., Ingersoll-Rand
Irish Holdings Unlimited Company and Ingersoll-
Rand Company, as guarantors, and Wells Fargo Bank,
National Association, as Trustee.
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.
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4.28
First Supplemental Indenture, dated as of February 21,
2018, by and among Ingersoll-Rand Global Holding
Company Limited, as issuer, Ingersoll-Rand plc,
Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-
Rand Lux International Holding Company S.à r.l.,
Ingersoll-Rand Irish Holdings Unlimited Company and
Ingersoll-Rand Company, as guarantors, and Wells
Fargo Bank, National Association, as Trustee, relating
to the 2.900% Senior Notes due 2021.
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.
4.29
Second Supplemental Indenture, dated as of
February 21, 2018, by and among Ingersoll-Rand
Global Holding Company Limited, as issuer, Ingersoll-
Rand plc, Ingersoll-Rand Luxembourg Finance S.A.,
Ingersoll-Rand Lux International Holding Company S.à
r.l., Ingersoll-Rand Irish Holdings Unlimited Company
and Ingersoll-Rand Company, as guarantors, and Wells
Fargo Bank, National Association, as Trustee, relating
to the 3.750% Senior Notes due 2028.
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.
4.30
Third Supplemental Indenture, dated as of February 21,
2018, by and among Ingersoll-Rand Global Holding
Company Limited, as issuer, Ingersoll-Rand plc,
Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-
Rand Lux International Holding Company S.à r.l.,
Ingersoll-Rand Irish Holdings Unlimited Company and
Ingersoll-Rand Company, as guarantors, and Wells
Fargo Bank, National Association, as Trustee, relating
to the 4.300% Senior Notes due 2048.
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.
4.31
Fourth Supplemental Indenture, dated as of March 21,
2019, by and among Ingersoll-Rand Global Holding
Company Limited, as issuer, Ingersoll-Rand plc,
Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-
Rand Lux International Holding Company S.à r.l.,
Ingersoll-Rand Irish Holdings Unlimited Company and
Ingersoll-Rand Company, as guarantors, and Wells
Fargo Bank, National Association, as Trustee, relating
to the 3.500% Senior Notes due 2026.
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.
4.32
Fifth Supplemental Indenture, dated as of March 21,
2019, by and among Ingersoll-Rand Global Holding
Company Limited, as issuer, Ingersoll-Rand plc,
Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-
Rand Lux International Holding Company S.à r.l.,
Ingersoll-Rand Irish Holdings Unlimited Company and
Ingersoll-Rand Company, as guarantors, and Wells
Fargo Bank, National Association, as Trustee, relating
to the 3.800% Senior Notes due 2029.
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.
4.33
Sixth Supplemental Indenture, dated as of March 21,
2019, by and among Ingersoll-Rand Global Holding
Company Limited, as issuer, Ingersoll-Rand plc,
Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-
Rand Lux International Holding Company S.à r.l.,
Ingersoll-Rand Irish Holdings Unlimited Company and
Ingersoll-Rand Company, as guarantors, and Wells
Fargo Bank, National Association, as Trustee, relating
to the 4.500% Senior Notes due 2049.
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.
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4.34
Seventh Supplemental Indenture, dated as of May 1,
2020, by and among Ingersoll-Rand Global Holding
Company Limited, Trane Technologies Luxembourg
Finance S.A., Trane Technologies plc, Ingersoll-Rand
Company, Trane Technologies Lux International
Holding Company S.à r.l., Trane Technologies Irish
Holdings Unlimited Company, Trane Technologies
HoldCo Inc. and Wells Fargo Bank, National
Association, as Trustee.
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.
4.35
Eighth Supplemental Indenture, dated as of May 1,
2020, by and among Ingersoll-Rand Global Holding
Company Limited, Trane Technologies Luxembourg
Finance S.A., Trane Technologies plc, Trane
Technologies Lux International Holding Company
S.à r.l., Trane Technologies Irish Holdings Unlimited
Company, Trane Technologies HoldCo Inc., Trane
Technologies Company LLC and Wells Fargo Bank,
National Association, as Trustee.
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.
4.36
Ninth Supplemental Indenture, dated as of May 1,
2020, by and among Ingersoll-Rand Global Holding
Company Limited, Trane Technologies Luxembourg
Finance S.A., Trane Technologies plc, Trane
Technologies Lux International Holding Company
S.à r.l., Trane Technologies Irish Holdings Unlimited
Company, Trane Technologies HoldCo Inc., Trane
Technologies Company LLC and Wells Fargo Bank,
National Association, as Trustee.
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.
4.37
Tenth Supplemental Indenture, dated as of May 1,
2020, by and among Ingersoll-Rand Global Holding
Company Limited, Trane Technologies Luxembourg
Finance S.A., Trane Technologies plc, Trane
Technologies Lux International Holding Company
S.à r.l., Trane Technologies Irish Holdings Unlimited
Company, Trane Technologies HoldCo Inc., Trane
Technologies Company LLC and Wells Fargo Bank,
National Association, as Trustee.
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.
4.38
Eleventh Supplemental Indenture dated as of April 30,
2021, by and among Trane Technologies Financing
Limited, Trane Technologies Global Holding Company
Limited, Trane Technologies plc, Trane Technologies
Lux International Holding Company S.à r.l.,
Trane Technologies Irish Holdings Unlimited
Company, Trane Technologies HoldCo Inc. and Trane
Technologies Company LLC and Wells Fargo Bank,
National Association.
Incorporated by reference to Exhibit 4.36 to the
Company’s 2021 Form 10-K (File No. 001-34400)
filed with the SEC on February 7, 2022.
4.39
Twelfth Supplemental Indenture dated as of
November 20, 2023, by and among Trane
Technologies Financing Limited, Trane Technologies
plc, Trane Technologies Lux International Holding
Company S.à r.l., Trane Technologies Irish Holding
Unlimited Company, Trane Technologies HoldCo Inc.,
Trane Technologies Company LLC, Trane Technologies
Americas Holding Corporation, and Trane
Technologies Global Holding II Company Limited, and
Computershare Trust Company, N.A. acting as Trustee.
Incorporated by reference to Exhibit 4.39 to the
Company’s 2023 Form 10-K (File No. 001-34400)
filed with the SEC on February 8, 2024.
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4.41
Indenture, dated as of March 3, 2023, by and among
Trane Technologies Financing Limited, as issuer,
Trane Technologies plc, Trane Technologies Global
Holding Company Limited, Trane Technologies
Lux International Holding Company S.à r.l., Trane
Technologies Irish Holdings Unlimited Company, Trane
Technologies Company LLC and Trane Technologies
HoldCo Inc., as guarantors, and Computershare Trust
Company, N.A., as Trustee, relating to the 5.250%
Senior Notes due 2033.
Incorporated by reference to Exhibit 4.1 to the
Company’s 2023 Form 8-K (File No. 001-34400)
filed with the SEC on March 3, 2023.
4.42
Supplemental Indenture, dated as of March 3, 2023,
by and among Trane Technologies Financing Limited,
as issuer, Trane Technologies plc, Trane Technologies
Global Holding Company Limited, Trane Technologies
Lux International Holding Company S.à r.l., Trane
Technologies Irish Holdings Unlimited Company, Trane
Technologies Company LLC and Trane Technologies
HoldCo Inc., as guarantors, and Computershare Trust
Company, N.A., as Trustee, relating to the 5.250%
Senior Notes due 2033.
Incorporated by reference to Exhibit 4.2 to the
Company’s 2023 Form 8-K (File No. 001-34400)
filed with the SEC on March 3, 2023.
4.43
Second Supplemental Indenture, dated as of
November 20, 2023, by and among Trane Technologies
Financing Limited, as issuer, Trane Technologies
plc, Trane Technologies Global Holding Company
Limited, Trane Technologies Lux International Holding
Company S.à r.l., Trane Technologies Irish Holdings
Unlimited Company, Trane Technologies Company LLC
and Trane Technologies HoldCo Inc., as guarantors,
Trane Technologies Americas Holding Corporation
and Trane Technologies Global Holding II Company
Limited, as New Guarantors and Computershare Trust
Company, N.A., as Trustee, relating to the 5.250%
Senior Notes due 2033.
Incorporated by reference to Exhibit 4.43 to the
Company’s 2023 Form 10-K (File No. 001-34400)
filed with the SEC on February 8, 2024.
4.44
Indenture, dated as of June 13, 2024, by and among
Trane Technologies Financing Limited, as issuer,
Trane Technologies plc, Trane Technologies Global
Holding II Company Limited, Trane Technologies
Americas Holding Corporation, Trane Technologies
Lux International Holding Company S.à r.l., Trane
Technologies Irish Holdings Unlimited Company, Trane
Technologies Company LLC and Trane Technologies
HoldCo Inc., as guarantors, and Computershare Trust
Company, N.A., as Trustee, relating to the 5.100%
Senior Notes due 2034.
Incorporated by reference to Exhibit 4.1 to the
Company’s 2023 Form 8-K (File No. 001-34400)
filed with the SEC on June 13, 2024.
4.45
Supplemental Indenture, dated as of June 13,
2024, by and among Trane Technologies Financing
Limited, as issuer, Trane Technologies plc, Trane
Technologies Global Holding II Company Limited,
Trane Technologies Americas Holding Corporation,
Trane Technologies Lux International Holding
Company S.à r.l., Trane Technologies Irish Holdings
Unlimited Company, Trane Technologies Company LLC
and Trane Technologies HoldCo Inc., as guarantors,
and Computershare Trust Company, N.A., as Trustee,
relating to the 5.100% Senior Notes due 2034.
Incorporated by reference to Exhibit 4.2 to the
Company’s 2023 Form 8-K (File No. 001-34400)
filed with the SEC on June 13, 2024.
4.46
Description of Registrant’s Securities
Filed herewith.
10.1*
Form of Global Stock Option Award Agreement
(January 2025).
Filed herewith.
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10.2*
Form of Global Restricted Stock Unit Award
Agreement (January 2025).
Filed herewith.
10.3*
Form of Global Performance Stock Unit Award
Agreement (January 2025).
Filed herewith.
10.4
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.
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.
10.5
First Amendment dated as of June 30, 2022, to the
Credit Agreement dated as of June 18, 2021, among
Trane Technologies Holdco Inc, Trane Technologies
Global Holding Company Limited, Trane Technologies
Financing Limited and JPMorgan Chase Bank N.A. as
Administrative Agent.
Incorporated by reference to Exhibit 10.3 to the
Company’s Q2 2022 Form 10-Q (File No. 001-34400)
filed with the SEC on August 3, 2022.
10.6
Second Amendment dated as of September 20,
2023 dated as of September 20, 2023, to the Credit
Agreement dated as of June 18, 2021 (As amended
by that First Amendment dated as of June 30, 2022,
the “Existing Credit Agreement” and as amended by
this Amendment, the “Amended Credit Agreement”),
among Trane Technologies Holdco Inc., a Delaware
corporation (“Trane Holdco”), Trane Technologies
Global Holding Company Limited, a Delaware
corporation (“Trane Global”), Trane Technologies
Financing Limited.
Incorporated by reference to Exhibit 10.1 to the
Company’s Q3 2023 Form 10-Q (file No. 001-34400)
filed with the SEC on November 1, 2023.
10.7
Consent and Third Amendment dated as of
November 20, 2023, to the Credit Agreement dated as
of June 18, 2021, among Trane Technologies Holdco
Inc., Trane Technologies Global Holding Company
Limited, and Trane Technologies Financing Limited, as
Borrowers; Trane Technologies PLC, as Guarantor; and
JPMorgan Chase Bank N.A. as Administrative Agent.
Incorporated by reference to Exhibit 10.7 to the
Company’s 2023 Form 10-K (File No. 001-34400)
filed with the SEC on February 8, 2024.
64
PART IV
EXHIBIT NO.
DESCRIPTION
METHOD OF FILING
10.8
Credit Agreement dated April 25, 2022 among Trane
Technologies Holdco Inc., Trane Technologies Global
Holding Company Limited and Trane Technologies
Financing Limited, Trane Technologies plc, Trane
Technologies Lux International Holding Company
S.à r.l., Trane Technologies Irish Holdings Unlimited
Company, Trane Technologies Company LLC,
JPMorgan Chase Bank, N.A., as Administrative Agent,
Citibank, N.A., as Syndication Agent, J.P. Morgan
Securities LLC and BNP Paribas, as Sustainability
Structuring Agents, Bank of America, N.A., BNP Paribas,
Deutsche Bank Securities Inc., Goldman Sachs
Bank USA, MUFG Bank, Ltd. and U.S. Bank, N.A., as
Documentation Agents, and JPMorgan Chase Bank,
N.A., Citibank, N.A., BofA Securities, Inc., BNP Securities
Corp. and Mizuho Bank, Ltd., as joint lead arrangers
and joint bookrunners, and certain lending institutions
from time to time parties thereto.
Incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K (File No. 001-34400) filed with
the SEC on April 28, 2022.
10.9
First Amendment dated as of September 20, 2023
September 20, 2023, to the Credit Agreement dated
as of April 25, 2022 (The “Existing Credit Agreement”
and as amended by this Amendment, the “Amended
Credit Agreement”), among Trane Technologies
Holdco Inc., a Delaware corporation (“Trane Holdco”),
Trane Technologies Global Holding Company Limited,
a Delaware corporation (“Trane Global”), Trane
Technologies Financing Limited.
Incorporated by reference to Exhibit 10.2 to the
Company’s Q3 2023 Form 10-Q (File No. 001-34400)
filed with the SEC on November 1, 2023.
10.10
Consent and Second Amendment dated as of
November 20, 2023, to the Credit Agreement dated as
of April 25, 2022, among Trane Technologies Holdco
Inc., Trane Technologies Global Holding Company
Limited, Trane Technologies Financing Limited, as
Borrowers; Trane Technologies PLC, as Guarantor; and
JPMorgan Chase Bank N.A. as Administrative Agent.
Incorporated by reference to Exhibit 10.10 to the
Company’s 2023 Form 10-K (File No. 001-34400)
filed with the SEC on February 8, 2024.
10.11
Deed Poll Indemnity of Trane Technologies plc dated
August 2, 2022
Incorporated by reference to Exhibit 10.1 to the
Company’s Q2 2022 Form 10-Q (File No. 001-34400)
filed with the SEC on August 3, 2022.
10.12
Deed Poll Indemnity of Trane Technologies Lux
International Holding company S.à r.l. dated
August 2, 2022
Incorporated by reference to Exhibit 10.2 to the
Company’s Q2 2022 Form 10-Q (File No. 001-34400)
filed with the SEC on August 3, 2022.
10.13*
Trane Technologies Incentive Stock Plan of 2013
(Amended and restated as of March 2, 2020).
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.
10.14*
Trane Technologies Incentive Stock Plan of 2018
(Amended and restated as of March 2, 2020).
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.
10.15*
Trane Technologies Executive Deferred
Compensation Plan (As amended and restated
effective May 4, 2020).
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.
10.16*
Trane Technologies Executive Deferred Compensation
Plan II (As amended and restated effective May 4, 2020).
Incorporated by reference to Exhibit 10.13 to the
Company’s 2021 Form 10-K (File No. 001-34400)
filed with the SEC on February 7, 2022.
10.17*
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.
65
2024 Annual Report
PART IV
EXHIBIT NO.
DESCRIPTION
METHOD OF FILING
10.18*
Trane Technologies Director Deferred Compensation
and Stock Award Plan II (As amended and restated
effective March 2, 2020).
Incorporated by reference to Exhibit 10.14 to the
Company’s 2020 Form 10-K (File No. 001-34400)
filed with the SEC on February 9, 2021.
10.19*
Trane Technologies Supplemental Employee Savings
Plan (Amended and restated effective May 4, 2020).
Incorporated by reference to Exhibit 10.15 to the
Company’s 2020 Form 10-K (File No. 001-34400)
filed with the SEC on February 9, 2021.
10.20*
Trane Technologies Supplemental Employee Savings
Plan II (Effective January 1, 2005 and amended and
restated through May 4, 2020).
Incorporated by reference to Exhibit 10.16 to the
Company’s 2020 Form 10-K (File No. 001-34400)
filed with the SEC on February 9, 2021.
10.21*
Trane Inc. Deferred Compensation Plan (As amended
and restated as of May 4, 2020, except where
otherwise stated).
Incorporated by reference to Exhibit 10.17 to the
Company’s 2020 Form 10-K (File No. 001-34400)
filed with the SEC on February 9, 2021.
10.22*
Trane Technologies Supplemental Pension Plan
(Amended and Restated Effective May 4, 2020).
Incorporated by reference to Exhibit 10.18 to the
Company’s 2020 Form 10-K (File No. 001-34400)
filed with the SEC on February 9, 2021.
10.23*
Trane Technologies Supplemental Pension Plan II
(Amended and Restated Effective May 4, 2020).
Incorporated by reference to Exhibit 10.19 to the
Company’s 2020 Form 10-K (File No. 001-34400)
filed with the SEC on February 9, 2021.
10.24*
Trane Technologies Key Management Supplemental
Program (Effective January 1, 2005 and Amended and
Restated effective May 4, 2020).
Incorporated by reference to Exhibit 10.22 to the
Company’s 2021 Form 10-K (File No. 001-34400)
filed with the SEC on February 7, 2022.
10.25*
Description of Annual Incentive Matrix Program.
Incorporated by reference to Exhibit 10.23 to the
Company’s 2021 Form 10-K (File No. 001-34400)
filed with the SEC on February 7, 2022.
10.26*
Amendment One to the Trane Technologies Key
Management Supplemental Program (Effective
October 11, 2022).
Incorporated by reference to Exhibit 10.23 to the
Company’s 2022 Form 10-K (File No. 001-34400)
filed with the SEC on February 10, 2023.
10.27*
Trane Inc. Deferred Compensation Plan (As Amended
and Restated as of May 4, 2020).
Incorporated by reference to Exhibit 10.24 to the
Company’s 2022 Form 10-K (File No. 001-34400)
filed with the SEC on February 10, 2023.
10.28*
Form of Tier 1 Change in Control Agreement
(New Officers on or after May 19, 2009).
Incorporated by reference to Exhibit 10.32 to
the Company’s Form 10-Q for the period ended
June 30, 2009 (File No. 001-34400) filed with the
SEC on August 6, 2009.
10.29*
Form of Tier 2 Change in Control Agreement
(New Officers on or after May 19, 2009).
Incorporated by reference to Exhibit 10.33 to
the Company’s Form 10-Q for the period ended
June 30, 2009 (File No. 001-34400) filed with the
SEC on August 6, 2009.
10.30*
Amended and Restated Major Restructuring
Severance Plan (As amended and restated effective
May 4, 2020).
Incorporated by reference to Exhibit 10.27 to the
Company’s 2020 Form 10-K (File No. 001-34400)
filed with the SEC on February 9, 2021.
10.31*
David S. Regnery Letter, dated as of September 1, 2017.
Incorporated by reference to Exhibit 10.44 to
the Company’s Form 10-K for the year ended
December 31, 2018 (File No. 001-34400) filed with
the SEC on February 12, 2019.
10.32*
David S. Regnery Letter, dated as of December 9, 2019.
Incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K (File No. 001-34400) filed with
the SEC on December 11, 2019.
10.33*
David S. Regnery Letter, dated as of June 3, 2021.
Incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K (Filed No. 001-34400) filed
with the SEC on June 4, 2021.
10.34*
Christopher J. Kuehn Letter, dated as of
December 10, 2019.
Incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K (File No. 001-34400) filed with
the SEC on December 10, 2019.
66
PART IV
EXHIBIT NO.
DESCRIPTION
METHOD OF FILING
10.35*
Paul A. Camuti Letter, dated December 5, 2019.
Incorporated by reference to Exhibit 10.42 to the
Company’s 2021 Form 10-K (File No. 001-34400)
filed with the SEC on February 7, 2022.
10.36*
Mark Majocha Offer Letter dated October 12, 2022
Incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K (File No. 001-34400) filed with
the SEC on October 14, 2022.
10.37*
Beth Elwell Offer Letter dated January 4, 2024
Incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K (File No. 001-34400) filed with
the SEC on January 10, 2024.
10.38*
Mauro Atalla Offer Letter dated January 6, 2025
Filed herewith.
19
Insider Trading Policy
Filed herewith.
21
List of Subsidiaries of Trane Technologies plc.
Filed herewith.
22.1
List of Guarantors and Subsidiary Issuers of
Guaranteed Securities.
Filed herewith.
23.1
Consent of Independent Registered Public
Accounting Firm.
Filed herewith.
31.1
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
31.2
Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
32
Certifications of Chief Executive Officer and Chief
Financial Officer Pursuant to Rule 13a-14(b) or
Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
Furnished herewith.
97.1
Trane Technologies plc Clawback / Recoupment Policy
Filed herewith.
97.2
Trane Technologies Financing Limited Clawback /
Recoupment Policy
Filed herewith.
101
The following materials from the Company’s Annual
Report on Form 10-K for the year ended December 31,
2024, formatted in iXBRL (Inline Extensible Business
Reporting Language): (i) the Consolidated Statements
of Earnings, (ii) the Consolidated Statements of
Comprehensive Income, (iii) the Consolidated Balance
Sheets, (iv) the Consolidated Statements of Equity,
(v) the Consolidated Statements of Cash Flows, and
(vi) Notes to Consolidated Financial Statements.
Furnished herewith.
104
Cover Page Interactive Data File (Embedded within the
iXBRL document and contained in Exhibit 101).
Filed herewith.
*
Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
Not applicable.
67
2024 Annual Report
PART IV
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.
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 6, 2025
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
Date
/s/ David S. Regnery
Chair of the Board and Chief Executive Officer
(Principal Executive Officer)
February 6, 2025
(David S. Regnery)
/s/ Christopher J. Kuehn
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 6, 2025
(Christopher J. Kuehn)
/s/ Elizabeth Elwell
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 6, 2025
(Elizabeth Elwell)
/s/ Kirk E. Arnold
Director
February 6, 2025
(Kirk E. Arnold)
/s/ Ana P. Assis
Director
February 6, 2025
(Ana P. Assis)
/s/ Ann C. Berzin
Director
February 6, 2025
(Ann C. Berzin)
/s/ April Miller Boise
Director
February 6, 2025
(April Miller Boise)
/s/ Gary D. Forsee
Director
February 6, 2025
(Gary D. Forsee)
/s/ Mark R. George
Director
February 6, 2025
(Mark R. George)
/s/ John A. Hayes
Director
February 6, 2025
(John A. Hayes)
/s/ Linda P. Hudson
Director
February 6, 2025
(Linda P. Hudson)
/s/ Myles P. Lee
Director
February 6, 2025
(Myles P. Lee)
/s/ Melissa N. Schaeffer
Director
February 6, 2025
(Melissa N. Schaeffer)
/s/ John P. Surma
Director
February 6, 2025
(John P. Surma)
TRANE TECHNOLOGIES PLC
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
F-2
Consolidated Statements of Earnings
F-5
Consolidated Statements of Comprehensive Income
F-6
Consolidated Balance Sheets
F-7
Consolidated Statements of Equity
F-8
Consolidated Statements of Cash Flows
F-9
Notes to Consolidated Financial Statements
F-10
F-1
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, 2024 and 2023 and the related consolidated statements of earnings, of comprehensive
income, of equity and of cash flows for each of the three years in the period ended December 31, 2024, including the
related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s
internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted
in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2024, 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
2024 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 matters communicated below are matters arising from the current period audit of the consolidated
financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to
accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,
providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
REVENUE RECOGNITION FROM CONTRACTS WITH CUSTOMERS
As described in Notes 2 and 12 to the consolidated financial statements, the Company recognized $19.8 billion of
consolidated net revenue for the year ended December 31, 2024. 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 revenue is recognized at a point-in-time as control is transferred at a distinct point in
time per the terms of a contract. However, a portion of the Company’s revenue is recognized over-time as the customer
simultaneously receives control as the Company performs work under a contract. For these arrangements, management
uses the cost-to-cost input method as it best depicts the transfer of control to the customer that occurs as the Company
incurs costs. 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, management assesses
variable and noncash consideration as well as whether a significant financing component exists.
The principal considerations for our determination that performing procedures relating to revenue recognition from
contracts with customers is a critical audit matter are the high degree of auditor effort in performing procedures
and evaluating audit evidence related to the Company’s revenue recognition of point-in-time and over-time contracts
with customers.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls
relating to the revenue recognition process on the Company’s point-in-time and over-time contracts with customers.
These procedures also included, among others (i) evaluating revenue transactions on a sample basis by obtaining and
inspecting evidence of an arrangement with a customer, evidence of goods delivered or services provided and evidence
of consideration received in exchange for transferring those goods or services, and (ii) evaluating the completeness and
accuracy of data provided by management.
ANNUAL GOODWILL IMPAIRMENT TEST – NUVOLO REPORTING UNIT
As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance
was $6,128 million as of December 31, 2024, of which $313 million relates to one reporting unit formed upon the acquisition
of Nuvolo in November 2023. Management tests goodwill for impairment annually during the fourth quarter or whenever
there is a significant change in events or circumstances that indicate that the fair value of the asset is more likely than
not less than the carrying amount of the asset. Impairment of goodwill is tested at the reporting unit level. The test
compares the carrying amount of the reporting unit to its estimated fair value. If the estimated fair value of a reporting
unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. To the extent that the carrying value of
the reporting unit exceeds its estimated fair value, an impairment loss would be recognized for the amount by which the
reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting
unit. As disclosed by management, because quoted market prices are not available for the Company’s reporting units,
F-3
PART IV
the calculation of their estimated fair value is determined using three valuation techniques: a discounted cash flow
model (an income approach), a market-adjusted multiple of earnings or revenues (a market approach), and a similar
transactions method (also a market approach). The discounted cash flow approach relies on management’s estimates
of future cash flows and explicitly addresses factors such as timing, revenue growth rates, and margins, with due
consideration given to forecasting risk. The market-adjusted multiple of earnings or revenues approach reflects the
market’s expectations for future growth and risk, with adjustments to account for differences between the guideline
publicly traded companies and the Company’s reporting units. The similar transactions method considers prices
paid in transactions that have recently occurred in the reporting unit’s industry or in related industries. These valuation
techniques are weighted 50%, 40% and 10%, respectively. Under the income approach, management’s assumptions
include the revenue growth rate and discount rate. Under the guideline public company method, the Company used
multiples of earnings before interest, taxes, depreciation and amortization (EBITDA) or revenues based on the market
information of comparable companies.
The principal considerations for our determination that performing procedures relating to the goodwill impairment
assessment of the Nuvolo reporting unit is a critical audit matter are (i) the significant judgment by management when
developing the fair value estimate of the Nuvolo reporting unit; (ii) a high degree of auditor judgment, subjectivity, and
effort in performing procedures and evaluating management’s significant assumptions related to revenue growth
rate and discount rate used in the discounted cash flow valuation model; 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 goodwill impairment test, including controls over the valuation of the Nuvolo
reporting unit. These procedures also included, among others (i) testing management’s process for developing the
fair value estimate of the Nuvolo reporting unit; (ii) evaluating the appropriateness of the valuation techniques used by
management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model
and market-adjusted multiple of revenues valuation approach; and (iv) evaluating the reasonableness of the significant
assumptions used by management related to revenue growth rate and discount rate used in the discounted cash flow
valuation model. Evaluating management’s assumptions related to revenue growth rate involved evaluating whether the
assumptions used by management were reasonable considering (i) the current performance of the Nuvolo reporting
unit; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with
evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in
evaluating (i) the appropriateness of the valuation techniques and (ii) the reasonableness of the discount rate assumption.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 6, 2025
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-4
2024 Annual Report
PART IV
Trane Technologies plc
Consolidated Statements of Earnings
In millions, except per share amounts
FOR THE YEARS ENDED DECEMBER 31,
2024
2023
2022
Net revenues
Products
$ 13,314.5
$
11,975.4
$
10,930.8
Services
6,523.7
5,702.2
5,060.9
19,838.2
17,677.6
15,991.7
Costs and expenses
Cost of products sold
(8,927.9)
(8,414.2)
(7,935.2)
Cost of services sold
(3,829.8)
(3,406.2)
(3,091.7)
Selling and administrative expenses
(3,580.4)
(2,963.2)
(2,545.9)
Operating income
3,500.1
2,894.0
2,418.9
Interest expense
(238.4)
(234.5)
(223.5)
Other income/(expense), net
(19.9)
(92.2)
(23.3)
Earnings before income taxes
3,241.8
2,567.3
2,172.1
Provision for income taxes
(627.6)
(498.4)
(375.9)
Earnings from continuing operations
2,614.2
2,068.9
1,796.2
Discontinued operations, net of tax
(24.7)
(27.2)
(21.5)
Net earnings
2,589.5
2,041.7
1,774.7
Less: Net earnings from continuing operations attributable to noncontrolling
interests
(21.6)
(17.8)
(18.2)
Net earnings attributable to Trane Technologies plc
$
2,567.9
$
2,023.9
$
1,756.5
Amounts attributable to Trane Technologies plc ordinary shareholders:
Continuing operations
$
2,592.6
$
2,051.1
$
1,778.0
Discontinued operations
(24.7)
(27.2)
(21.5)
Net earnings
$
2,567.9
$
2,023.9
$
1,756.5
Earnings (loss) per share attributable to Trane Technologies plc ordinary
shareholders:
Basic:
Continuing operations
$
11.46
$
8.97
$
7.65
Discontinued operations
(0.11)
(0.12)
(0.10)
Net earnings
$
11.35
$
8.85
$
7.55
Diluted:
Continuing operations
$
11.35
$
8.89
$
7.57
Discontinued operations
(0.11)
(0.12)
(0.09)
Net earnings
$
11.24
$
8.77
$
7.48
See accompanying notes to Consolidated Financial Statements.
F-5
PART IV
Trane Technologies plc
Consolidated Statements of Comprehensive Income
In millions
FOR THE YEARS ENDED DECEMBER 31,
2024
2023
2022
Net earnings
$
2,589.5
$
2,041.7
$
1,774.7
Other comprehensive income (loss):
Currency translation
(201.6)
72.5
(202.7)
Cash flow hedges
Unrealized net gains (losses) arising during period
(6.8)
(4.4)
(24.3)
Net (gains) losses reclassified into earnings
1.0
13.5
10.2
Tax (expense) benefit
1.4
(1.6)
2.5
Total cash flow hedges, net of tax
(4.4)
7.5
(11.6)
Pension and OPEB adjustments:
Prior service costs for the period
—
—
(3.3)
Net actuarial gains (losses) for the period
(0.1)
16.8
54.2
Amortization reclassified into earnings
5.4
7.4
21.6
Net curtailment and settlement losses reclassified into earnings
(1.0)
1.4
15.0
Currency translation and other
11.0
(3.7)
12.7
Tax (expense) benefit
(3.2)
(6.2)
(16.1)
Total pension and OPEB adjustments, net of tax
12.1
15.7
84.1
Other comprehensive income (loss), net of tax
(193.9)
95.7
(130.2)
Comprehensive income, net of tax
$
2,395.6
$
2,137.4
$
1,644.5
Less: Comprehensive income attributable to noncontrolling interests
(21.0)
(18.1)
(16.6)
Comprehensive income attributable to Trane Technologies plc
$
2,374.6
$
2,119.3
$
1,627.9
See accompanying notes to Consolidated Financial Statements.
F-6
2024 Annual Report
PART IV
DECEMBER 31,
2024
2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
1,590.1
$
1,095.3
Accounts and notes receivable, net
3,090.2
2,956.8
Inventories
1,971.5
2,152.1
Other current assets
686.0
665.7
Total current assets
7,337.8
6,869.9
Property, plant and equipment, net
2,024.5
1,772.2
Goodwill
6,127.9
6,095.3
Intangible assets, net
3,308.2
3,439.8
Other noncurrent assets
1,348.3
1,214.7
Total assets
$ 20,146.7
$ 19,391.9
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
2,148.0
$
2,025.2
Accrued compensation and benefits
678.4
591.7
Accrued expenses and other current liabilities
2,790.3
2,634.7
Short-term borrowings and current maturities of long-term debt
452.2
801.9
Total current liabilities
6,068.9
6,053.5
Long-term debt
4,318.1
3,977.9
Postemployment and other benefit liabilities
561.9
596.9
Deferred and noncurrent income taxes
586.6
703.7
Other noncurrent liabilities
1,124.3
1,042.9
Total liabilities
12,659.8
12,374.9
Equity:
Trane Technologies plc shareholders' equity
Ordinary shares, $1.00 par value (248,971,153 and 251,673,874 shares issued at
December 31, 2024 and 2023, respectively)
249.0
251.7
Ordinary shares held in treasury, at cost (24,497,206 and 24,500,713 shares at
December 31, 2024 and 2023, respectively)
(1,719.3)
(1,719.4)
Retained earnings
9,791.8
9,133.7
Accumulated other comprehensive income (loss)
(864.1)
(670.8)
Total Trane Technologies plc shareholders' equity
7,457.4
6,995.2
Noncontrolling interest
29.5
21.8
Total equity
7,486.9
7,017.0
Total liabilities and equity
$ 20,146.7
$ 19,391.9
See accompanying notes to Consolidated Financial Statements.
Trane Technologies plc
Consolidated Balance Sheets
In millions, except share amounts
F-7
PART IV
Trane Technologies plc
Consolidated Statements of Equity
TRANE TECHNOLOGIES PLC SHAREHOLDERS’ EQUITY
IN MILLIONS, EXCEPT PER
SHARE AMOUNTS
TOTAL
EQUITY
ORDINARY SHARES
ORDINARY
SHARES
HELD IN
TREASURY,
AT COST
CAPITAL IN
EXCESS OF
PAR VALUE
RETAINED
EARNINGS
ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (LOSS)
NONCONTROLLING
INTEREST
AMOUNT
AT PAR
VALUE SHARES
Balance at December 31, 2021
$ 6,273.1 $ 259.7
259.7
$ (1,719.4) $
— $ 8,353.2
$
(637.6) $
17.2
Net earnings
1,774.7
—
—
—
—
1,756.5
—
18.2
Other comprehensive
income (loss)
(130.2)
—
—
—
—
—
(128.6)
(1.6)
Shares issued under
incentive stock plans
2.6
1.1
1.1
—
1.5
—
—
—
Repurchase of ordinary
shares
(1,200.2)
(7.5)
(7.5)
—
(45.4)
(1,147.3)
—
—
Share-based compensation
54.3
—
—
—
56.2
(1.9)
—
—
Dividends declared to
noncontrolling interest
(14.5)
—
—
—
—
—
—
(14.5)
Cash dividends declared
($2.68 per share)
(620.7)
—
—
—
—
(620.7)
—
—
Acquisition/divestiture of
noncontrolling interests
(15.1)
—
—
—
(12.4)
—
—
(2.7)
Separation of Ingersoll
Rand Industrial
(18.9)
—
—
—
—
(18.9)
—
—
Other
0.1
—
—
—
0.1
—
—
—
Balance at December 31, 2022 $ 6,105.2 $ 253.3
253.3
$ (1,719.4) $
— $ 8,320.9
$
(766.2) $
16.6
Net earnings
2,041.7
—
—
—
—
2,023.9
—
17.8
Other comprehensive
income (loss)
95.7
—
—
—
—
95.4
0.3
Shares issued under
incentive stock plans
79.3
1.7
1.7
—
77.6
—
—
—
Repurchase of ordinary
shares
(669.3)
(3.3)
(3.3)
—
(142.1)
(523.9)
—
—
Share-based compensation
61.6
—
—
—
64.3
(2.7)
—
—
Dividends declared to
noncontrolling interest
(12.9)
—
—
—
—
—
—
(12.9)
Cash dividends declared
($3.00 per share)
(684.5)
—
—
—
—
(684.5)
—
—
Other
0.2
—
—
—
0.2
—
—
—
Balance at December 31, 2023 $ 7,017.0 $ 251.7
251.7
$ (1,719.4) $
— $ 9,133.7
$
(670.8) $
21.8
Net earnings
2,589.5
—
—
—
—
2,567.9
—
21.6
Other comprehensive
income (loss)
(193.9)
—
—
—
—
(193.3)
(0.6)
Shares issued under
incentive stock plans
46.9
1.2
1.2
0.1
45.6
—
—
—
Repurchase of ordinary
shares
(1,280.8)
(3.9)
(3.9)
—
(128.6)
(1,148.3)
—
—
Share-based compensation
80.1
—
—
—
82.9
(2.8)
—
—
Dividends declared to
noncontrolling interest
(13.3)
—
—
—
—
—
—
(13.3)
Cash dividends declared
($3.36 per share)
(758.7)
—
—
—
—
(758.7)
—
—
Other
0.1
—
—
—
0.1
—
—
—
Balance at December 31, 2024 $ 7,486.9
$ 249.0
249.0
$ (1,719.3) $
— $ 9,791.8
$
(864.1) $
29.5
See accompanying notes to Consolidated Financial Statements.
F-8
2024 Annual Report
PART IV
Trane Technologies plc
Consolidated Statements of Cash Flows
In millions
FOR THE YEARS ENDED DECEMBER 31,
2024
2023
2022
Cash flows from operating activities:
Net earnings
$ 2,589.5
$ 2,041.7
$ 1,774.7
Discontinued operations, net of tax
24.7
27.2
21.5
Adjustments for non-cash transactions:
Depreciation and amortization
379.4
348.1
323.6
Pension and other postretirement benefits
40.6
51.0
55.6
Stock settled share-based compensation
82.9
64.3
56.3
Other non-cash items, net
(178.3)
(32.7)
17.1
Changes in other assets and liabilities, net of the effects of acquisitions:
Accounts and notes receivable
(180.6)
(110.1)
(345.4)
Inventories
162.5
(96.4)
(466.7)
Other current and noncurrent assets
(162.4)
(152.3)
(116.8)
Accounts payable
100.9
(125.3)
317.9
Other current and noncurrent liabilities
318.5
411.3
60.9
Net cash provided by (used in) continuing operating activities
3,177.7
2,426.8
1,698.7
Net cash provided by (used in) discontinued operating activities
(32.1)
(37.2)
(194.7)
Net cash provided by (used in) operating activities
3,145.6
2,389.6
1,504.0
Cash flows from investing activities:
Capital expenditures
(370.6)
(300.7)
(291.8)
Acquisitions of businesses, net of cash acquired
(180.3)
(862.8)
(234.7)
Proceeds from sale of property, plant and equipment
4.7
9.2
9.7
Purchases of short-term investments
(450.0)
—
—
Proceeds from short-term investments
450.0
—
—
Other investing activities, net
(16.7)
(17.9)
(23.0)
Net cash provided by (used in) continuing investing activities
(562.9)
(1,172.2)
(539.8)
Net cash provided by (used in) discontinued investing activities
—
—
(0.6)
Net cash provided by (used in) investing activities
(562.9)
(1,172.2)
(540.4)
Cash flows from financing activities:
Short-term borrowings (payments), net
—
(1.9)
—
Proceeds from long-term debt
498.5
699.2
—
Payments of long-term debt
(507.5)
(754.6)
(9.6)
Net proceeds from (payments of) debt
(9.0)
(57.3)
(9.6)
Debt issuance costs
(4.6)
(6.4)
(2.1)
Dividends paid to ordinary shareholders
(757.5)
(683.7)
(620.2)
Dividends paid to noncontrolling interests
(13.3)
(12.9)
(14.5)
Proceeds (payments) from shares issued under incentive plans, net
46.9
79.3
2.6
Repurchase of ordinary shares
(1,280.8)
(669.3)
(1,200.2)
Settlement related to special cash payment
—
—
(6.2)
Other financing activities, net
(2.3)
—
(2.0)
Net cash provided by (used in) financing activities
(2,020.6)
(1,350.3)
(1,852.2)
Effect of exchange rate changes on cash and cash equivalents
(67.3)
7.7
(50.1)
Net increase (decrease) in cash and cash equivalents
494.8
(125.2)
(938.7)
Cash and cash equivalents – beginning of period
1,095.3
1,220.5
2,159.2
Cash and cash equivalents – end of period
$ 1,590.1
$ 1,095.3
$ 1,220.5
Cash paid during the year for:
Interest
$
233.3
$
217.4
$
218.0
Income taxes, net of refunds
$
710.5
$
523.6
$
321.3
See accompanying notes to Consolidated Financial Statements.
F-9
PART IV
Notes To Consolidated Financial Statements
NOTE 1. DESCRIPTION OF COMPANY
Trane Technologies plc, a public limited company, incorporated in Ireland in 2009, and its consolidated subsidiaries
(collectively we, our, the Company or Trane Technologies) 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), transport refrigeration, and custom refrigeration solutions.
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. 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 the Murray Boiler LLC (Murray) asbestos
liabilities and corresponding insurance recoveries, which were recorded within continuing operations. See Note 20,
“Commitments and Contingencies” for more information regarding asbestos-related matters.
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.
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.
F-10
2024 Annual Report
PART IV
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
$56.6 million and $44.8 million as of December 31, 2024 and 2023, 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 both December 31, 2024 and 2023,
approximately 59% 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
10 to 50 years
Machinery and equipment
2 to 12 years
Software
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 the 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
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 tested at the reporting unit level. The test compares the carrying amount of the reporting
unit to its estimated fair value. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the
reporting unit is not impaired. To the extent that the carrying value of the reporting unit exceeds its estimated fair value,
an impairment loss would be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair
value, not to exceed the carrying amount of goodwill in that reporting unit.
F-11
PART IV
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
15 years
Other
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 $87.7 million and
$69.9 million for the years ended December 31, 2024 and December 31, 2023, 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.
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.
F-12
2024 Annual Report
PART IV
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.
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. The majority of the Company’s
revenue is recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract.
However, a portion of the Company’s revenue is recognized over-time as the customer simultaneously receives control
as the Company performs work under a contract. For these arrangements, the cost-to-cost input method (Percentage of
completion) is used as it best depicts the transfer of control to the customer that occurs as the Company incurs costs.
See Note 12, “Revenue” 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, 2024, 2023 and 2022, these
expenditures amounted to $309.6 million, $252.3 million and $211.2 million, respectively.
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 November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures” (ASU 2023-07) which requires public entities to disclose information about their reportable
segments’ oversight and significant expenses on an interim and annual basis. The ASU is effective for fiscal years
beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.
The Company adopted this, as required, for the year ended December 31, 2024. See Note 19, “Business Segment
Information” for more information regarding the Company’s segment disclosures.
F-13
PART IV
In September 2022, the FASB issued ASU 2022-04, “Liabilities - Supplier Finance Program (Subtopic 405-50): Disclosure
of Supplier Program Finance Obligations,” which requires that a company that enters into a supplier finance program
disclose sufficient information about the program to allow a user of financial statements to understand the program’s
nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective,
the Company should disclose qualitative and quantitative information about its supplier finance programs. The
Company adopted this standard on January 1, 2023, except for the amendment on roll forward information which is
effective for fiscal years beginning after December 15, 2023. See Note 8, “Supplier Financing Arrangements” for more
information regarding the Company’s supplier financing program.
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 adopted this standard on January 1, 2022
with no material impact on its Consolidated Financial Statements.
ACCOUNTING PRONOUNCEMENTS ISSUED BUT NOT YET ADOPTED
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense
Disaggregation Disclosures (Subtopic 220-40)” (ASU 2024-03) which requires additional disaggregated disclosures
in the notes to financial statements for certain categories of expenses that are included on the face of the
income statement. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods
beginning after December 15, 2027. Early adoption is permitted. The Company does not currently expect to adopt
this ASU before the required effective date. The Company is evaluating the impact of the standard on its financial
statement disclosures.
In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures (Topic 740)”
(ASU 2023-09) which improves the transparency of income tax disclosures by requiring consistent categories and
greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.
The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company
does not currently expect to adopt this ASU before the required effective date. The Company is evaluating the impact
of the standard on its financial statement disclosures.
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response
to SEC’s Disclosure Update and Simplification Initiative” (ASU 2023-06) to amend a variety of disclosure requirements
in the ASC. The effective date for each amendment will be the date on which the SEC’s removal of that related
disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. Upon adoption,
this ASU is not expected to have a material impact on its financial statement disclosures.
NOTE 3. INVENTORIES
At December 31, the major classes of inventory were as follows:
IN MILLIONS
2024
2023
Raw materials
$
612.3
$
605.1
Work-in-process
374.4
385.1
Finished goods
1,153.5
1,332.3
2,140.2
2,322.5
LIFO reserve
(168.7)
(170.4)
Total
$
1,971.5
$
2,152.1
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 $163.7 million and $143.5 million at December 31, 2024 and
December 31, 2023, respectively.
F-14
2024 Annual Report
PART IV
NOTE 4. PROPERTY, PLANT AND EQUIPMENT
At December 31, the major classes of property, plant and equipment were as follows:
IN MILLIONS
2024
2023
Land
$
41.1
$
42.3
Buildings
935.8
832.8
Machinery and equipment
2,478.2
2,224.4
Software
752.5
721.4
4,207.6
3,820.9
Accumulated depreciation
(2,183.1)
(2,048.7)
Total
$
2,024.5
$
1,772.2
Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $194.0 million, $178.3 million and
$176.5 million, which includes amounts for software amortization of $38.2 million, $36.5 million and $42.1 million, respectively.
NOTE 5. GOODWILL
The changes in the carrying amount of goodwill are as follows:
IN MILLIONS
AMERICAS
EMEA
ASIA PACIFIC
TOTAL
Net balance as of December 31, 2022
$
4,226.8
$
714.9
$
562.0
$
5,503.7
Acquisitions(1)
453.7
112.8
—
566.5
Measurement period adjustments
(8.7)
10.0
(0.1)
1.2
Currency translation
3.5
31.3
(10.9)
23.9
Net balance as of December 31, 2023
4,675.3
869.0
551.0
6,095.3
Acquisitions(1)
102.4
—
—
102.4
Measurement period adjustments
(2.2)
1.8
—
(0.4)
Currency translation
(6.4)
(49.2)
(13.8)
(69.4)
Net balance as of December 31, 2024
$
4,769.1
$
821.6
$
537.2
$
6,127.9
(1)
Refer to Note 17, “Acquisitions and Divestitures” for more information regarding acquisitions.
The net goodwill balances at December 31, 2024, 2023 and 2022 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.
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:
2024
2023
IN MILLIONS
GROSS
CARRYING
AMOUNT
ACCUMULATED
AMORTIZATION
NET
CARRYING
AMOUNT
GROSS
CARRYING
AMOUNT
ACCUMULATED
AMORTIZATION
NET
CARRYING
AMOUNT
Customer relationships
$
2,418.4
$
(1,875.4)
$
543.0
$
2,384.4
$ (1,731.4)
$
653.0
Other
423.1
(267.1)
156.0
419.6
(243.1)
176.5
Total finite-lived intangible assets
$
2,841.5
$
(2,142.5)
$
699.0
$
2,804.0
$ (1,974.5)
$
829.5
Trademarks (indefinite-lived)
2,609.2
—
2,609.2
2,610.3
—
2,610.3
Total
$
5,450.7
$
(2,142.5)
$
3,308.2
$
5,414.3
$ (1,974.5)
$
3,439.8
Intangible asset amortization expense for 2024, 2023 and 2022 was $180.7 million, $165.2 million and $142.7 million, respectively.
F-15
PART IV
Future estimated amortization expense on existing intangible assets in the next five years as of December 31, 2024 amounts
to approximately:
IN MILLIONS
2025
$
156
2026
102
2027
73
2028
54
2029
52
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
2024
2023
Debentures with put feature
$
295.0
$
295.0
3.550% Senior Notes due 2024
—
499.4
7.200% Debentures due 2025
7.5
7.5
6.480% Senior Notes due 2025
149.7
—
Total
$
452.2
$
801.9
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, 2024 and 2023 was 6.4% and 4.6%, 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, 2024. 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 Americas Holding Corporation, Trane Technologies Global
Holding II 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, 2024 and
December 31, 2023.
DEBENTURES WITH PUT FEATURE
At both December 31, 2024 and December 31, 2023, the Company had $295.0 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 who had the option to exercise puts up to $37.2 million for settlement in
February 2024 and $257.8 million for settlement in November 2024 did not exercise such option. During the year ended
December 31, 2023, $45.8 million put options were exercised.
F-16
2024 Annual Report
PART IV
At December 31, long-term debt excluding current maturities consisted of:
IN MILLIONS
2024
2023
7.200% Debentures due 2025
$
—
$
7.5
6.480% Debentures due 2025
—
149.7
3.500% Senior Notes due 2026
399.4
398.9
3.750% Senior Notes due 2028
547.9
547.3
3.800% Senior Notes due 2029
747.1
746.4
5.250% Senior Notes due 2033
694.0
693.3
5.100% Senior Notes due 2034
494.3
—
5.750% Senior Notes due 2043
495.7
495.4
4.650% Senior Notes due 2044
296.7
296.6
4.300% Senior Notes due 2048
296.7
296.6
4.500% Senior Notes due 2049
346.3
346.2
Total
$
4,318.1
$
3,977.9
Scheduled maturities of long-term debt, including current maturities, as of December 31, 2024 are as follows:
IN MILLIONS
2025
$
452.2
2026
399.4
2027
—
2028
547.9
2029
747.1
Thereafter
2,623.7
Total
$
4,770.3
ISSUANCE OF SENIOR NOTES
In June 2024, the Company, through its wholly-owned subsidiary Trane Technologies Financing Limited, issued
$500.0 million aggregate principal amount of 5.100% Senior Notes due 2034. The notes are guaranteed by each of
Trane Technologies plc, Trane Technologies Global Holding II Company Limited, Trane Technologies Americas Holding
Corporation, Trane Technologies Lux International Holding Company S.a.r.l., Trane Technologies Irish Holdings Unlimited
Company, Trane Technologies Company LLC and Trane Technologies Holdco Inc. The Company has the option to
redeem the notes in whole or in part at any time prior to their stated maturity date at redemption prices set forth in the
indenture agreement. The notes are subject to certain customary covenants, however, none of these covenants are
considered restrictive to the Company’s operations. The net proceeds from the offering were used to purchase short-term
investments of $450.0 million that matured in October 2024. The net proceeds of the short-term investments were used to
fund the repayment of the $500.0 million aggregate principal amount of the outstanding 3.550% Senior Notes that matured
in November 2024, including payment of fees, expenses, and accrued interest in connection therewith.
OTHER CREDIT FACILITIES
The Company maintains two $1.0 billion senior unsecured revolving credit facilities, one of which matures in June 2026 and
the other which matures in April 2027 (collectively, the Facilities), through its wholly-owned subsidiaries, Trane Technologies
HoldCo Inc. and Trane Technologies Financing Limited (collectively, the Borrowers). The Facilities include Environmental,
Social, and Governance (ESG) metrics related to two of the Company’s sustainability commitments: greenhouse gas
intensity and participation 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
PART IV
The Facilities provide 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., Trane Technologies Americas Holding Corporation, Trane
Technologies Global Holding II Company Limited, 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 Borrowers. Total commitments of $2.0 billion were unused at December 31, 2024 and December 31, 2023.
FAIR VALUE OF DEBT
The fair value of the Company’s debt instruments at December 31, 2024 and December 31, 2023 was $4.6 billion and
$4.7 billion, respectively. The Company measures the fair value of its 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. See Note 9, “Fair Value Measurements” for information on the fair value hierarchy.
NOTE 8. SUPPLIER FINANCING ARRANGEMENTS
The Company has an agreement with a U.S. financial institution that allows its suppliers to sell their receivables to the
financial institution at the sole discretion of both the supplier and the financial institution on terms that are negotiated
between them. The Company may not always be notified when its suppliers sell receivables under this program.
The Company’s obligations to its suppliers, including the amounts due and scheduled payment dates, are not impacted
by the suppliers’ decisions to sell their receivables under the program. The payment terms that the Company has
with participating suppliers under these programs are generally up to 120 days. The changes in the supplier financing
program for the year ended December 31, 2024 were as follows:
IN MILLIONS
Balance outstanding at beginning of year
$
246.0
Invoices confirmed during year
1,026.2
Confirmed invoices paid during year
(999.4)
Balance outstanding at end of year
$
272.8
Amounts due to suppliers participating in the supplier financing program are presented within Accounts payable in the
Consolidated Balance Sheet.
NOTE 9. FAIR VALUE MEASUREMENTS
Fair value is 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. The fair value hierarchy that prioritizes information used in
developing assumptions when pricing an asset or liability is 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.
Observable market data is required to be used in making fair value measurements when available. 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.
F-18
2024 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, 2024:
FAIR VALUE MEASUREMENTS
IN MILLIONS
FAIR VALUE
LEVEL 1
LEVEL 2
LEVEL 3
Assets:
Derivative instruments
$ 2.5
$
—
$ 2.5
$
—
Liabilities:
Derivative instruments
8.9
—
8.9
—
Contingent consideration
61.2
—
—
61.2
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, 2023:
FAIR VALUE MEASUREMENTS
IN MILLIONS
FAIR VALUE
LEVEL 1
LEVEL 2
LEVEL 3
Assets:
Derivative instruments
$ 4.1
$
—
$ 4.1
$
—
Liabilities:
Derivative instruments
4.8
—
4.8
—
Contingent consideration
90.3
—
—
90.3
Derivative instruments include forward foreign currency contracts and instruments related to non-functional currency
balance sheet exposures and commodity swaps. The fair value of the foreign exchange 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 published prices, where applicable, or dealer quotes.
The carrying values of cash and cash equivalents, short-term investments, 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.
The Company agreed to two contingent consideration arrangements in connection with the acquisition of Nuvolo
Technologies Corporation (Nuvolo) in November 2023. The first contingent consideration arrangement, payable of up
to $90.0 million in cash, is based on the attainment of key revenue targets from November 2, 2023 through April 4, 2025.
If the first contingent consideration targets are met, a second contingent consideration arrangement with no maximum
earnout is available to the sellers based on revenues in excess of the initial targets attained from a specified customer
contract through April 4, 2025.
The Company agreed to a contingent consideration arrangement in connection with the acquisition of Farrar Scientific
Corporation in October 2021, conditioned on the attainment of key financial targets during the period of January 1, 2022
through December 31, 2024. These targets were not met and no payment was made.
Each quarter, the Company evaluates the fair value of the liability as assumptions change and any non-cash adjustments
are recorded in Selling and administrative expenses in the Consolidated Statements of Earnings. Contingent
consideration related to acquisitions are measured at fair value using Level 3 unobservable inputs. The fair value of the
contingent consideration is determined using the Monte Carlo simulation model based on revenue projections during
the earnout period, implied revenue volatility and a risk adjusted discount rate.
F-19
PART IV
The changes in the fair value of the Company’s Level 3 liabilities during the years ended December 31, 2024 and 2023 are
as follows:
IN MILLIONS
2024
2023
Balance at beginning of period
$
90.3
$
49.3
Fair value of contingent consideration recorded in connection with acquisitions
—
90.3
Change in fair value of contingent consideration
(25.0)
(49.3)
Measurement period adjustment
(4.1)
—
Balance at end of period
$
61.2
$
90.3
The following inputs and assumptions were used in the Monte Carlo simulation model to estimate the fair value of the
contingent consideration at December 31, 2024:
2024
2023
Discount rate (risk adjusted)
8.55% - 8.58%
8.14% - 8.48%
Volatility
14.80 %
16.20%
Refer to Note 17, “Acquisitions and Divestitures” for more information regarding the contingent consideration.
Certain assets are measured at fair value on a non-recurring basis. The Company’s equity investments without a
readily available fair value are accounted for using the measurement alternative and are measured at fair value when
observable transactions of identical or similar securities occurs, or due to an impairment. When indicators of impairment
exist or observable price changes of qualified transactions occur, the respective equity investment would be classified
within Level 3 of the fair value hierarchy due to the absence of quoted market prices, the inherent lack of liquidity and
unobservable inputs used to measure fair value that require management’s judgment.
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.
The following table includes a summary of the Company’s lease portfolio and Balance Sheet classification:
IN MILLIONS
CLASSIFICATION
DECEMBER 31, 2024
DECEMBER 31, 2023
Assets
Operating lease right-of-use assets(1)
Other noncurrent assets
$
602.6
$
513.1
Liabilities
Operating lease current
Other current liabilities
173.5
155.4
Operating lease noncurrent
Other noncurrent liabilities
441.2
367.3
Weighted average remaining lease term
5.0 years
5.0 years
Weighted average discount rate
4.6%
4.5%
(1)
Prepaid lease payments and lease incentives are recorded as part of the right-of-use asset. The net impact was $12.1 million and
$9.6 million at December 31, 2024 and December 31, 2023, respectively.
F-20
2024 Annual Report
PART IV
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 years ended December 31:
IN MILLIONS
2024
2023
Operating lease expense
$
197.8
$
187.8
Variable lease expense
35.6
31.0
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
195.4
185.3
Right-of-use assets obtained in exchange for new operating lease liabilities
244.9
179.2
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
DECEMBER 31, 2024
Operating leases:
2025
$
202.6
2026
172.5
2027
124.5
2028
84.0
2029
47.2
After 2029
90.7
Total lease payments
$
721.5
Less: Interest
(106.8)
Present value of lease liabilities
$
614.7
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 current and retired non-U.S. employees. Postretirement benefits other than pensions (OPEB) provide
healthcare benefits and, in some instances, life insurance benefits for certain eligible current and retired employees.
PENSION PLANS
The non-contributory 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.
F-21
PART IV
The following table details information regarding the Company’s pension plans at December 31:
IN MILLIONS
2024
2023
Change in benefit obligations:
Benefit obligation at beginning of year
$
2,412.5
$
2,386.1
Service cost
32.1
34.4
Interest cost
112.9
119.6
Employee contributions
1.0
1.0
Actuarial (gains) losses(1)
(94.5)
63.7
Benefits paid
(179.3)
(187.9)
Currency translation
(19.4)
22.0
Curtailments, settlements and special termination benefits
(7.0)
(2.4)
Other, including expenses paid
(19.2)
(24.0)
Benefit obligation at end of year
$
2,239.1
$
2,412.5
Change in plan assets:
Fair value at beginning of year
$
2,145.7
$
2,051.6
Actual return on assets
26.7
192.2
Company contributions
58.9
93.5
Employee contributions
1.0
1.0
Benefits paid
(179.3)
(187.9)
Currency translation
(16.1)
22.9
Settlements
(7.0)
(2.4)
Other, including expenses paid
(19.7)
(25.2)
Fair value of assets end of year
$
2,010.2
$
2,145.7
Net unfunded liability
$
(228.9)
$
(266.8)
Amounts included in the balance sheet:
Other noncurrent assets
$
65.2
$
52.5
Accrued compensation and benefits
(15.6)
(10.8)
Postemployment and other benefit liabilities
(278.5)
(308.5)
Net amount recognized
$
(228.9)
$
(266.8)
(1)
Actuarial (gains) losses primarily resulted from changes in discount rates.
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, 2024, 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
PRIOR SERVICE
BENEFIT (COST)
NET ACTUARIAL
GAINS (LOSSES)
TOTAL
December 31, 2023
$ (18.0)
$
(485.8)
$
(503.8)
Current year changes recorded to AOCI
—
3.2
3.2
Amortization reclassified to earnings
3.0
15.0
18.0
Settlements/curtailments reclassified to earnings
—
1.0
1.0
Currency translation and other
0.2
1.9
2.1
December 31, 2024
$ (14.8)
$
(464.7)
$
(479.5)
F-22
2024 Annual Report
PART IV
Weighted-average assumptions used to determine the benefit obligation at December 31 were as follows:
2024
2023
Discount rate:
U.S. plans
5.62%
5.16%
Non-U.S. plans
4.75%
4.18%
Rate of compensation increase:
U.S. plans
4.03%
4.02%
Non-U.S. plans
4.08%
4.07%
The accumulated benefit obligation for all defined benefit pension plans was $2,201.3 million and $2,372.2 million at
December 31, 2024 and 2023, 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 $1,833.3 million,
$1,808.8 million and $1,541.5 million, respectively, as of December 31, 2024, and $1,928.6 million, $1,902.3 million and
$1,611.0 million, respectively, as of December 31, 2023.
Pension benefit payments are expected to be paid as follows:
IN MILLIONS
2025
$
191.9
2026
190.3
2027
207.5
2028
178.1
2029
172.5
2030-2034
864.5
The components of the Company’s net periodic pension benefit costs for the years ended December 31 include the following:
IN MILLIONS
2024
2023
2022
Service cost
$
32.1
$
34.4
$
47.5
Interest cost
112.9
119.6
70.3
Expected return on plan assets
(117.8)
(120.3)
(103.8)
Net amortization of:
Prior service costs (benefits)
3.0
3.6
3.9
Plan net actuarial (gains) losses
15.0
16.2
23.3
Net periodic pension benefit cost
45.2
53.5
41.2
Net curtailment and settlement losses
1.0
1.4
15.0
Net periodic pension benefit cost after net curtailment and settlement losses
$
46.2
$
54.9
$
56.2
Amounts recorded in continuing operations:
Operating income
$
28.0
$
29.6
$
43.2
Other income/(expense), net
11.5
18.6
9.2
Amounts recorded in discontinued operations
6.7
6.7
3.8
Total
$
46.2
$
54.9
$
56.2
Pension benefit cost for 2025 is projected to be approximately $53 million.
F-23
PART IV
Weighted-average assumptions used to determine net periodic pension cost for the years ended December 31 were as follows:
2024
2023
2022
Discount rate:
U.S. plans
Service cost
5.12%
5.48%
3.06%
Interest cost
5.08%
5.35%
2.36%
Non-U.S. plans
Service cost
4.38%
4.82%
2.07%
Interest cost
4.18%
4.65%
1.62%
Rate of compensation increase:
U.S. plans
4.02%
4.25%
4.00%
Non-U.S. plans
4.07%
4.23%
4.00%
Expected return on plan assets:
U.S. plans
6.00%
6.25%
4.00%
Non-U.S. plans
4.69%
5.02%
2.50%
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-24
2024 Annual Report
PART IV
F-25
Part IV
The fair values of the Company’s pension plan assets at December 31, 2024 by asset category were as follows:
FaIr VaLUE MEaSUrEMENtS
NEt
aSSEt
VaLUE
tOtaL
FaIr VaLUE
IN MILLIONS
LEVEL 1
LEVEL 2
LEVEL 3
Cash and cash equivalents
$
6.5
$
30.0
$
—
$
—
$
36.5
Equity investments:
Registered mutual funds – equity specialty
—
—
—
73.7
73.7
Commingled funds – equity specialty
—
—
—
244.2
244.2
—
—
—
317.9
317.9
Fixed income investments:
U.S. government and agency obligations
—
384.1
—
—
384.1
Corporate and non-U.S. bonds
—
1,001.9
—
—
1,001.9
Asset-backed and mortgage-backed securities
—
14.9
—
—
14.9
Registered mutual funds – fixed income specialty
—
—
—
91.7
91.7
Commingled funds – fixed income specialty
—
—
—
81.0
81.0
Other fixed income(a)
—
—
31.5
—
31.5
—
1,400.9
31.5
172.7
1,605.1
Derivatives
—
(0.5)
—
—
(0.5)
Other(b)
—
—
86.2
—
86.2
Total assets at fair value
$
6.5
$ 1,430.4
$
117.7
$
490.6
$ 2,045.2
Receivables and payables, net
(35.0)
Net assets available for benefits
$ 2,010.2
The fair values of the Company’s pension plan assets at December 31, 2023 by asset category were as follows:
FaIr VaLUE MEaSUrEMENtS
NEt
aSSEt
VaLUE
tOtaL
FaIr VaLUE
IN MILLIONS
LEVEL 1
LEVEL 2
LEVEL 3
Cash and cash equivalents
$
4.7
$
43.9
$
—
$
—
$
48.6
Equity investments:
Registered mutual funds – equity specialty
—
—
—
78.7
78.7
Commingled funds – equity specialty
—
—
—
262.4
262.4
—
—
—
341.1
341.1
Fixed income investments:
U.S. government and agency obligations
—
355.7
—
—
355.7
Corporate and non-U.S. bonds
—
1,079.5
—
—
1,079.5
Asset-backed and mortgage-backed securities
—
12.5
—
—
12.5
Registered mutual funds – fixed income specialty
—
—
—
96.1
96.1
Commingled funds – fixed income specialty
—
—
—
75.0
75.0
Other fixed income(a)
—
—
31.2
—
31.2
—
1,447.7
31.2
171.1
1,650.0
Derivatives
—
5.9
—
—
5.9
Other(b)
—
—
89.7
—
89.7
Total assets at fair value
$
4.7
$ 1,497.5
$
120.9
$
512.2
$ 2,135.3
Receivables and payables, net
10.4
Net assets available for benefits
$ 2,145.7
(a)
This class includes group annuity and guaranteed interest contracts.
(b)
This investment comprises the Company’s non-significant, non-US pension plan assets. It primarily includes insurance contracts.
F-26
2024 Annual Report
Part IV
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. Refer to Note 9, “Fair Value
Measurements” for additional information related to the fair value hierarchy. 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 $58.9 million in 2024, $93.5 million in
2023, and $90.5 million in 2022 and currently projects that it will contribute approximately $30 million to its plans worldwide
in 2025. 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 2025 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 $188 million, $165 million and
$138 million in 2024, 2023 and 2022, respectively. The Company’s contributions relating to non-U.S. defined contribution
plans and other non-U.S. benefit plans were $38.6 million, $30.9 million and $33.8 million in 2024, 2023 and 2022, 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 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 plan, including employees of other employers.
2. In the event that another participating employer ceases contributions to a plan, the Company, together with other
remaining participating employers, may be responsible for any unfunded obligations of the employer that ceased
making contributions.
3. If the Company chooses to withdraw from any of the multiemployer plans or if a partial withdrawal occurs, the
Company may be required to pay a withdrawal liability, based on the underfunded status of the plan.
As of December 31, 2024, the Company does not participate in any multiemployer plans that are individually significant.
POStrEtIrEMENt BENEFItS OtHEr tHaN PENSIONS
The Company sponsors several postretirement plans that provide healthcare benefits and, in some instances, life
insurance benefits for eligible current and retired employees. These plans are unfunded and have no plan assets;
instead they are 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 non-contributory.
F-27
Part IV
The following table details changes in the Company’s postretirement plan benefit obligations for the years ended
December 31:
IN MILLIONS
2024
2023
Benefit obligation at beginning of year
$
241.3
$
266.4
Service cost
1.2
1.4
Interest cost
11.5
13.3
Actuarial (gains) losses
(5.6)
(7.4)
Benefits paid, net of Medicare Part D subsidy
(25.3)
(32.4)
Benefit obligations at end of year
$
222.7
$
241.3
The benefit plan obligations are reflected in the Consolidated Balance Sheets as follows:
IN MILLIONS
DECEMBEr 31,
2024
DECEMBEr 31,
2023
Accrued compensation and benefits
$
(27.9)
$
(29.3)
Postemployment and other benefit liabilities
(194.8)
(212.0)
Total
$
(222.7)
$
(241.3)
The pre-tax amounts recognized in Accumulated other comprehensive income (loss) were as follows:
IN MILLIONS
PrIOr SErVICE
BENEFIt (COSt)
NEt aCtUarIaL
GaINS (LOSSES)
tOtaL
Balance at December 31, 2023
$ (2.7)
$ 114.9
$ 112.2
Current year changes recorded to AOCI
—
5.6
5.6
Amortization reclassified to earnings
0.6
(13.2)
(12.6)
Balance at December 31, 2024
$ (2.1)
$ 107.2
$ 105.1
The components of net periodic postretirement benefit cost for the years ended December 31 were as follows:
IN MILLIONS
2024
2023
2022
Service cost
$
1.2
$
1.4
$
1.8
Interest cost
11.5
13.3
6.9
Net amortization of:
Prior service costs (benefits)
0.6
0.6
—
Plan net actuarial (gains) losses
(13.2)
(13.0)
(5.6)
Net periodic postretirement benefit cost
$
0.1
$
2.3
$
3.1
Amounts recorded in continuing operations:
Operating income
$
1.2
$
1.4
$
1.8
Other income/(expense), net
0.1
1.4
1.4
Amounts recorded in discontinued operations
(1.2)
(0.5)
(0.1)
Total
$
0.1
$
2.3
$
3.1
Net periodic postretirement benefit cost (credit) for 2025 is projected to be $(0.3) million. The amount expected to be
recognized in net periodic postretirement benefits cost in 2025 for net actuarial gains is approximately $13 million.
F-28
2024 Annual Report
Part IV
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31 were
as follows:
2024
2023
2022
Discount rate:
Benefit obligations at December 31
5.57 %
5.17 %
5.51%
Net periodic benefit cost
Service cost
5.19 %
5.54 %
2.82%
Interest cost
5.12 %
5.38 %
2.33%
Assumed health-care cost trend rates at December 31:
Current year medical inflation
6.51 %
6.28 %
6.50%
Ultimate inflation rate
5.00 %
5.00 %
5.00%
Year that the rate reaches the ultimate trend rate
2030
2029
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
2025
$
28.5
2026
26.8
2027
25.1
2028
23.7
2029
22.0
2030—2034
88.3
NOtE 12. rEVENUE
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.
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 the cost-to-cost input method (percentage of completion) 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.
F-29
Part IV
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 between 12 months and 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 20,
“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 non-cash 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.
For projects financed through energy savings, the Company provides financial guarantees for in-process work and
financial commitments with end dates varying from the current fiscal year through the completion of such transactions
that could be triggered in the event of nonperformance. Additionally, for completed energy savings contracts, the
Company has ongoing performance guarantees related to the customers’ realization of committed energy savings
that are evaluated during the measurement and verification portion of contracting and installation agreements. These
performance guarantees represent variable consideration and are estimated as part of the overall transaction price.
As of December 31, 2024, the Company has outstanding performance guarantees of approximately $1 billion related
to completed energy savings contracts that extend from 2025-2049. Since 1995, the Company has recognized an
immaterial amount in adjustments to the overall transaction price of energy savings contracts as a result of these
performance guarantees.
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
2024 Annual Report
Part IV
DISaGGrEGatED rEVENUE
Net revenues by geography and major type of good or service for the years ended at December 31 were as follows:
IN MILLIONS
2024
2023
2022
Americas
Equipment
$ 10,608.2
$
9,259.7
$
8,575.1
Services
5,295.0
4,572.3
4,065.7
Total Americas
$ 15,903.2
$ 13,832.0
$ 12,640.8
EMEA
Equipment
$
1,780.3
$
1,700.5
$
1,420.9
Services
776.4
700.7
613.6
Total EMEA
$
2,556.7
$
2,401.2
$
2,034.5
Asia Pacific
Equipment
$
926.0
$
1,015.2
$
934.8
Services
452.3
429.2
381.6
Total Asia Pacific
$
1,378.3
$
1,444.4
$
1,316.4
Total Net revenues
$ 19,838.2
$ 17,677.6
$ 15,991.7
Revenue from goods and services transferred to customers at a point in time accounted for approximately 80%, 81% and
82% of the Company’s revenue for the years ended December 31, 2024, 2023 and 2022, 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, 2024 and December 31, 2023 were as follows:
IN MILLIONS
LOCatION ON CONSOLIDatED BaLaNCE SHEEt
2024
2023
Contract assets – current
Other current assets
$
427.3
$
458.4
Contract liabilities – current
Accrued expenses and other current liabilities
1,310.9
1,301.2
Contract liabilities – noncurrent
Other noncurrent liabilities
294.0
247.2
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 Sheets. 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, 2024 and 2023, changes in contract asset and liability balances were not materially
impacted by any other factors.
Approximately 72% of the contract liability balance at December 31, 2023 was recognized as revenue during the year
ended December 31, 2024. Additionally, approximately 18% of the contract liability balance at December 31, 2024 was
classified as noncurrent and not expected to be recognized as revenue in the next 12 months.
F-31
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 Euro-denominated ordinary shares or preference shares outstanding at
December 31, 2024 or 2023.
The changes in ordinary shares and treasury shares for the year ended December 31, 2024 were as follows:
IN MILLIONS
OrDINarY
SHarES ISSUED
OrDINarY
SHarES HELD IN
trEaSUrY
December 31, 2023
251.7
24.5
Shares issued under incentive plans
1.2
—
Repurchase of ordinary shares
(3.9)
—
December 31, 2024
249.0
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 2022, the Company’s Board of Directors authorized a share repurchase program of up to $3.0 billion of
its ordinary shares (2022 Authorization) and in December 2024, the Board of Directors authorized a share repurchase
program of up to an additional $5.0 billion of the Company’s ordinary shares (2024 Authorization) upon the conclusion
of the 2022 Authorization. During the year ended December 31, 2024, the Company repurchased and canceled
approximately $1.3 billion of its ordinary shares, leaving $1.2 billion remaining under the 2022 Authorization and $5.0 billion
remaining under the 2024 Authorization. Additionally, during the period after December 31, 2024 through January 31, 2025
the Company repurchased approximately $100 million of its ordinary shares under the 2022 Authorization.
aCCUMULatED OtHEr COMPrEHENSIVE INCOME (LOSS)
The changes in Accumulated other comprehensive income (loss) were as follows:
IN MILLIONS
DErIVatIVE
INStrUMENtS
PENSION aND
OPEB ItEMS
FOrEIGN
CUrrENCY
traNSLatION
tOtaL
December 31, 2022
$ (4.5)
$ (214.1)
$ (547.6)
$ (766.2)
Other comprehensive income (loss) attributable to Trane
Technologies plc
7.5
15.2
72.7
95.4
December 31, 2023
$
3.0
$ (198.9)
$ (474.9)
$ (670.8)
Other comprehensive income (loss) attributable to Trane
Technologies plc
(4.4)
12.1
(201.0)
(193.3)
December 31, 2024
$ (1.4)
$ (186.8)
$ (675.9)
$ (864.1)
The amounts of Other comprehensive income (loss) attributable to noncontrolling interests for 2024, 2023 and 2022 were
$(0.6) million, $(0.2) million and $(1.9) million, respectively, related to currency translation. Additionally, Other comprehensive
income (loss) attributable to noncontrolling interests for 2024, 2023, and 2022 includes $0.0 million, $0.5 million, and
$0.3 million, respectively, related to pension and postretirement obligation adjustments.
F-32
2024 Annual Report
Part IV
NOtE 14. SHarE-BaSED COMPENSatION
The Company accounts for share-based compensation plans under the fair-value-based method. 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 share plan, the total number of ordinary shares
authorized by the shareholders is 23.0 million, of which 10.5 million remains available as of December 31, 2024 for future
incentive awards.
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
2024
2023
2022
Stock options
$
17.9
$
16.1
$
14.1
RSUs
27.3
23.5
19.7
PSUs
36.4
23.2
20.7
Deferred compensation
3.9
4.3
1.2
Pre-tax expense
85.5
67.1
55.7
Tax benefit
(20.7)
(16.3)
(13.5)
After-tax expense
$
64.8
$
50.8
$
42.2
Amounts recorded in continuing operations
$
64.8
$
50.8
$
42.6
Amounts recorded in discontinued operations
—
—
(0.4)
Total
$
64.8
$
50.8
$
42.2
Grants issued during the years ended December 31 were as follows:
2024
2023
2022
NUMBEr
GraNtED
WEIGHtED-
aVEraGE FaIr
VaLUE PEr aWarD
NUMBEr
GraNtED
WEIGHtED-
aVEraGE FaIr
VaLUE PEr aWarD
NUMBEr
GraNtED
WEIGHtED-
aVEraGE FaIr
VaLUE PEr aWarD
Stock options
268,922
$
79.09
425,444
$
47.53
430,496
$
35.96
RSUs
112,227
$ 287.84
214,425
$ 184.35
139,730
$ 165.07
Performance shares(1)
161,978
$ 332.85
208,046
$ 207.23
195,930
$ 170.31
(1)
The number of performance shares represents the maximum award level.
F-33
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. Beginning with the 2024 grant year, for stock options and
RSUs granted to retirement eligible employees, the Company recognizes expense over the period during which an
employee is required to provide service in exchange for the award, which is generally 12 months. For awards granted to
retirement eligible employees prior to 2024, the Company recognized 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:
2024
2023
2022
Dividend yield
1.11%
1.50%
1.60%
Volatility
29.99%
29.37%
28.23%
Risk-free rate of return
4.00%
3.62%
1.56%
Expected life in years
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 shares.
• 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 shares 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 2024, 2023 and 2022 were as follows:
SHarES
SUBJECt tO
OPtION
WEIGHtED-
aVEraGE
EXErCISE
PrICE
aGGrEGatE
INtrINSIC
VaLUE
(MILLIONS)
WEIGHtED-
aVEraGE
rEMaINING
LIFE (YEarS)
December 31, 2021
4,411,000
$
83.39
Granted
430,496
167.93
Exercised
(633,962)
66.06
Cancelled
(57,050)
137.38
December 31, 2022
4,150,484
$
94.06
Granted
425,444
182.27
Exercised
(1,382,846)
80.67
Cancelled
(21,365)
168.18
December 31, 2023
3,171,717
$ 111.23
Granted
268,922
278.57
Exercised
(914,667)
86.25
Cancelled
(17,842)
227.59
Outstanding December 31, 2024
2,508,130
$ 137.46
$
581.8
5.4
Exercisable December 31, 2024
1,815,960
$ 107.50
$
475.5
4.4
At December 31, 2024, there was $12.3 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 years ended December 31, 2024 and 2023 was $210.2 million
and $159.8 million, respectively. Generally, stock options expire ten years from their date of grant.
F-34
2024 Annual Report
Part IV
The following table summarizes RSU activity for the years 2024, 2023 and 2022:
rSUs
WEIGHtED-
aVEraGE
GraNt DatE
FaIr VaLUE
Outstanding and unvested at December 31, 2021
371,030
$
118.88
Granted
139,730
165.07
Vested
(202,172)
107.29
Cancelled
(13,935)
136.89
Outstanding and unvested at December 31, 2022
294,653
$ 147.88
Granted
214,425
184.35
Vested
(154,134)
134.87
Cancelled
(13,153)
173.28
Outstanding and unvested at December 31, 2023
341,791
$ 175.65
Granted
112,227
287.84
Vested
(134,791)
164.69
Cancelled
(10,448)
214.39
Outstanding and unvested at December 31, 2024
308,779
$ 219.89
At December 31, 2024, there was $25.2 million of total unrecognized compensation cost from RSU arrangements granted
under the plan, which is related to unvested shares of non-retirement eligible employees.
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.
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. Beginning with the 2024 grant year, for PSUs granted to retirement eligible
employees, the Company recognizes the expense over the period during which an employee is required to provide
service in exchange for the award, which is 12 months. For awards granted to retirement eligible employees prior to 2024,
the expense was recognized over the 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.
F-35
Part IV
The following table summarizes PSU activity for the maximum number of shares that may be issued for the years 2024,
2023 and 2022:
PSUs
WEIGHtED-
aVEraGE GraNt
DatE FaIr VaLUE
Outstanding and unvested at December 31, 2021
801,956
$ 131.14
Granted
195,930
170.31
Vested
(346,540)
89.70
Forfeited
(42,320)
164.21
Outstanding and unvested at December 31, 2022
609,026
$ 165.02
Granted
208,046
207.23
Vested
(237,586)
147.33
Forfeited
(20,526)
186.32
Outstanding and unvested at December 31, 2023
558,960
$ 187.47
Granted
161,978
332.85
Vested
(184,060)
182.48
Forfeited
(21,072)
226.31
Outstanding and unvested at December 31, 2024
515,806
$ 233.32
At December 31, 2024, there was $14.7 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.
NOtE 15. OtHEr INCOME/(EXPENSE), NEt
The components of Other income/(expense), net for the years ended December 31, 2024, 2023 and 2022 were as follows:
IN MILLIONS
2024
2023
2022
Interest income
$ 35.9 $ 15.4 $
9.2
Foreign currency exchange loss
(24.1)
(20.1)
(17.9)
Other components of net periodic benefit credit/(cost)
(11.6)
(20.0)
(10.6)
Other activity, net
(20.1)
(67.5)
(4.0)
Other income/(expense), net
$ (19.9) $ (92.2) $ (23.3)
F-36
2024 Annual Report
Part IV
Other income/(expense), net includes the results from activities other than core 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. The increase in interest income for the year ended December 31, 2024 primarily relates to interest
from short-term investments purchased in the second quarter of 2024 with proceeds from the issuance of Senior Notes
due 2034 as discussed in Note 7. 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. During the year ended December 31,
2022 the Company recorded a $15.0 million settlement charge for a compensation related payment to a retired executive
within other components of net periodic benefit credit/(cost).
Other activity, net includes items associated with legacy legal matters, such as asbestos-related activities related to
Murray. Refer to Note 20, “Commitments and Contingencies” for more information regarding asbestos-related matters.
During the year ended December 31, 2023, the Company recorded within other activity, net an impairment of an equity
investment of $52.2 million.
NOtE 16. 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
2024
2023
2022
United States
$
1,871.9 $
1,690.7 $
1,312.3
Non-U.S.
1,369.9
876.6
859.8
Total
$
3,241.8 $
2,567.3 $
2,172.1
The components of the Provision for income taxes for the years ended December 31 were as follows:
IN MILLIONS
2024
2023
2022
Current tax expense (benefit):
United States
$
500.4
$
377.6 $
180.4
Non-U.S.
256.3
174.3
127.7
Total:
756.7
551.9
308.1
Deferred tax expense (benefit):
United States
(128.2)
(18.8)
66.5
Non-U.S.
(0.9)
(34.7)
1.3
Total:
(129.1)
(53.5)
67.8
Total tax expense (benefit):
United States
372.2
358.8
246.9
Non-U.S.
255.4
139.6
129.0
Total
$
627.6
$
498.4 $
375.9
F-37
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:
PErCENt OF PrEtaX INCOME
2024
2023
2022
Statutory U.S. rate
21.0%
21.0%
21.0%
Increase (decrease) in rates resulting from:
Non-U.S. tax rate differential
(1.5 )
(1.9 )
(2.8 )
Tax on U.S. subsidiaries on non-U.S. earnings(a)
(0.3 )
(0.4 )
0.3
State and local income taxes(b)
2.3
3.2
1.1
Valuation allowances(c)
(0.9 )
(1.2 )
(0.7 )
Stock based compensation
(1.3 )
(1.2 )
(0.8 )
Other adjustments
0.1
(0.1 )
(0.8 )
Effective tax rate
19.4 %
19.4%
17.3%
(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
On December 18, 2023, Ireland enacted legislation related to the 15% minimum tax element of the Organisation for Economic
Co-operation and Development’s (OECD) tax reform initiative, commonly referred to as “Pillar Two,” effective January 1, 2024.
The Company has included the impacts of enacted legislative changes and continues to monitor additional guidance as it
becomes available. The effects of Pillar Two are included in the ‘Non-US tax rate differential’ line in the table above.
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, 2024, 2023 and 2022 was $51.1 million, $51.9 million and $52.5 million, respectively.
DEFErrED taX aSSEtS aND LIaBILItIES
A summary of the deferred tax accounts at December 31 were as follows:
IN MILLIONS
2024
2023
Deferred tax assets:
Inventory and accounts receivable
$
12.1
$
11.8
Depreciable and amortizable assets
2.0
1.4
Operating lease liabilities
145.0
122.4
Postemployment and other benefit liabilities
254.6
239.2
Product liability
6.1
7.3
Other reserves and accruals
223.9
198.6
Net operating losses and credit carryforwards
220.9
287.4
Other
39.9
41.4
Gross deferred tax assets
904.5
909.5
Less: deferred tax valuation allowances
(110.3)
(164.0)
Deferred tax assets net of valuation allowances
$
794.2
$
745.5
Deferred tax liabilities:
Inventory and accounts receivable
$
(22.6)
$
(15.3)
Depreciable and amortizable assets
(978.5)
(1,073.2)
Operating lease right-of-use assets
(142.2)
(120.2)
Postemployment and other benefit liabilities
(13.8)
(13.0)
Other reserves and accruals
(2.5)
(2.2)
Undistributed earnings of foreign subsidiaries
(36.0)
(35.5)
Other
(3.2)
0.7
Gross deferred tax liabilities
(1,198.8)
(1,258.7)
Net deferred tax assets (liabilities)
$
(404.6)
$
(513.2)
F-38
2024 Annual Report
Part IV
At December 31, 2024, 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 billion which if distributed would result in additional taxes, which may be
payable upon distribution, of approximately $316 million.
At December 31, 2024, 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
aMOUNt
EXPIratION
PErIOD
U.S. Federal net operating loss carryforwards
$
67.7 2025-Unlimited
U.S. Federal credit carryforwards
77.1 2026-2043
U.S. State net operating loss carryforwards
2,224.1 2025-Unlimited
U.S. State credit carryforwards
26.0 2025-Unlimited
Non-U.S. net operating loss carryforwards
379.7 2025-Unlimited
Non-U.S. credit carryforwards
8.0 2025
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, Luxembourg, and Spain.
Activity associated with the Company’s valuation allowance is as follows:
IN MILLIONS
2024
2023
2022
Beginning balance
$ 164.0
$ 199.8
$ 258.6
Increase to valuation allowance
2.8
24.3
5.9
Decrease to valuation allowance
(44.4)
(57.8)
(65.1)
Write off against valuation allowance
(10.9)
(2.2)
—
Acquisition and purchase accounting
—
1.3
—
Accumulated other comprehensive income (loss)
(1.2)
(1.4)
0.4
Ending balance
$
110.3
$ 164.0
$ 199.8
During 2024, the Company recorded a $30.4 million reduction in valuation allowances primarily related to deferred tax
assets associated with both foreign tax credits and operations of international subsidiaries. Additional reductions in
the valuation allowance related to deferred tax assets associated with foreign tax credits could be recognized in future
periods if foreign source income exceeds current projections for the periods 2025 through 2027, the remainder of the
carryforward period.
During 2023, the Company recorded a $30.3 million reduction in valuation allowances primarily related to deferred tax
assets associated with both foreign tax credits and operations of international subsidiaries.
During 2022, the Company recorded a $48.2 million reduction in valuation allowances primarily related to certain net state
deferred tax assets resulting from U.S. legal entity restructurings and deferred tax assets associated with foreign tax
credits as a result of an increase in the 2022 year and projected foreign source income.
F-39
Part IV
UNrECOGNIZED taX BENEFItS
The Company has total unrecognized tax benefits of $86.5 million and $84.9 million as of December 31, 2024, and
December 31, 2023, respectively. The amount of unrecognized tax benefits that, if recognized, would affect the continuing
operations effective tax rate are $47.8 million as of December 31, 2024. A reconciliation of the beginning and ending
amount of unrecognized tax benefits is as follows:
IN MILLIONS
2024
2023
2022
Beginning balance
$
84.9
$
82.4
$
65.2
Additions based on tax positions related to the current year
4.6
3.6
3.9
Additions based on tax positions related to prior years
8.1
0.6
22.5
Reductions based on tax positions related to prior years
(2.8)
(0.5)
(5.9)
Reductions related to settlements with tax authorities
(2.5)
(1.4)
(0.9)
Reductions related to lapses of statute of limitations
(3.5)
(1.0)
(0.6)
Translation (gain) loss
(2.3)
1.2
(1.8)
Ending balance
$
86.5
$
84.9
$
82.4
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 $13.9 million and $16.0 million at
December 31, 2024 and December 31, 2023, respectively. For the years ended December 31, 2024 and December 31, 2023,
the Company recognized $0.4 million and $0.2 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 $35 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 income 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, Luxembourg, Mexico, Singapore,
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 income 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 income tax provision. In general, the examination of the Company’s U.S. federal tax returns is complete for
years prior to 2016. The Company’s U.S. federal income tax returns for 2016 to 2019 are currently under examination by
the Internal Revenue Service (IRS). In general, the examination of the Company’s material non-U.S. income 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.
F-40
2024 Annual Report
Part IV
NOtE 17. aCQUISItIONS aND DIVEStItUrES
aCQUISItIONS
FISCaL YEar 2024
During the third quarter of 2024, the Company acquired two businesses, both reported within the Americas segment
from the date of acquisition. One acquisition was a Commercial HVAC distributor with sales and service business in
the United States. The second acquisition was a technology-focused acquisition that expands the Company’s product
offerings in the Transport Refrigeration business. The aggregate cash paid, net of cash acquired, totaled $174.5 million
and was financed through cash on hand. Intangible assets associated with these acquisitions totaled $51.6 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 $96.3 million. We expect the majority of the goodwill recognized for these
acquisitions to be deductible for tax purposes. The values assigned to individual assets acquired and liabilities assumed
are preliminary based on management’s current best estimate and subject to change as certain matters are finalized.
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 include projected cash flows,
including revenue growth rates and margins and customer attrition rates. The customer relationships had a weighted-
average useful life of 12 years. The Company has not included pro forma financial information as the overall pro forma
impact was deemed not material.
FISCaL YEar 2023
On May 2, 2023, the Company acquired 100% of MTA S.p.A (MTA) for $224.4 million, net of cash acquired, financed through
commercial paper and cash on hand. MTA is a leading industrial process cooling technology business which brings
complementary, high-performing solutions to the comprehensive Commercial HVAC product and services portfolios in
the EMEA and Americas segments. Intangible assets associated with this acquisition totaled $93.3 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 $114.6 million, inclusive of the impact of measurement period adjustments. The
goodwill resulting from the acquisition is not deductible for tax purposes. The results of the acquisition are reported within
the EMEA and Americas segments from the date of acquisition.
On May 12, 2023, the Company acquired 100% of Helmer Scientific Inc (Helmer), a precision temperature cooling
company in the life sciences vertical within the Americas segment. The aggregate cash paid, net of cash acquired,
totaled $266.4 million and was financed through commercial paper and cash on hand. Intangible assets associated with
this acquisition totaled $95.7 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 $130.5 million, inclusive of the impact
of measurement period adjustments. For income tax purposes, the acquisition was treated as an asset purchase and
the goodwill will be deductible for tax purposes. The results of the acquisition are reported within the Americas segment
from the date of acquisition.
On November 2, 2023, the Company acquired 100% of Nuvolo, a global leader in modern, cloud-based enterprise asset
management and connected workplace software and solutions. The results of the acquisition are reported within the
Americas segment from the date of acquisition.
The Company paid $352.6 million in initial cash consideration, financed through cash on hand, and agreed to two
additional contingent consideration arrangements. The first contingent consideration arrangement, payable of up to
$90.0 million in cash, is based on the attainment of revenue targets from November 2, 2023 through April 4, 2025. If the
first contingent consideration targets are met, a second contingent consideration arrangement related to a specified
customer contract is available to the sellers, with no maximum earnout, based on revenues attained from that specified
customer contract through April 4, 2025. The total purchase price for the acquisition was expected to be $442.9 million,
comprised of the upfront cash consideration of $352.6 million paid on November 2, 2023 and the fair value of the
contingent consideration arrangements at the acquisition-date of $90.3 million. See Note 9, “Fair Value Measurements” to
the Consolidated Financial Statements for additional information regarding fair value of contingent consideration.
F-41
Part IV
Intangible assets associated with the Nuvolo acquisition totaled $141.0 million and primarily relate to developed technology
and customer relationships. The excess purchase price over the estimated fair value of net assets acquired was
recognized as goodwill and totaled $313.1 million, inclusive of measurement period adjustments. The goodwill is primarily
attributable to the fair value of market share and revenue growth from Nuvolo. The benefit of access to the workforce is
an additional element of goodwill. The goodwill created in the acquisition is not deductible for tax purposes.
The amounts assigned to the major identifiable intangible asset classifications for the 2023 acquisitions were as follows:
IN MILLIONS
WEIGHtED-aVEraGE
USEFUL LIFE (IN YEarS)
FaIr VaLUE
Customer relationships
13
189.9
Developed technology
9
107.1
Other
6
33.0
Total intangible assets
$330.0
The valuation of intangible assets was determined using an income approach methodology. The Company estimated
a portion of the fair value of the customer relationships intangible assets using an excess earnings model and a
portion using the with and without method. The Company estimated a portion of the fair value of the developed
technology intangible asset using a relief from royalty approach and a portion using an excess earnings model. These
fair value measurements were based on significant inputs not observable in the market and thus represent a Level 3
measurement. Key assumptions include projected cash flows, including revenue growth rates and margins, customer
attrition rates, royalty rates and discount rates attributable to each intangible asset.
The Company has not included pro forma financial information as the 2023 pro forma impact was deemed not material.
FISCaL YEar 2022
On October 31, 2022, the Company acquired 100% of AL-KO Air Technology (AL-KO) for $111.7 million, net of cash acquired,
financed through cash on hand, and inclusive of the impact of measurement period adjustments. AL-KO designs,
engineers, manufactures, sells, installs, and services air handling and extraction systems in commercial applications.
Intangible assets associated with this acquisition totaled $49.4 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
$48.5 million, inclusive of the impact of measurement period adjustments. The results of operations of AL-KO are reported
within the EMEA and Asia Pacific segments from the date of acquisition.
On April 1, 2022, the Company acquired a Commercial HVAC independent dealer, reported within the Americas segment
from the date of acquisition, to support the Company’s ongoing strategy to expand its distribution network and service area.
The aggregate cash paid, net of cash acquired, totaled $110.0 million and was financed through cash on hand. Intangible
assets associated with this acquisition totaled $52.7 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 $42.5 million.
The amounts assigned to the major identifiable intangible asset classifications for the 2022 acquisitions were as follows:
IN MILLIONS
WEIGHtED-aVEraGE
USEFUL LIFE (IN YEarS)
FaIr VaLUE
Customer relationships
15
$ 82.9
Other
6
19.2
Total intangible assets
$102.1
The valuation of intangible assets was determined using an income approach methodology. The fair value of the customer
relationship intangible assets was determined using the 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.
F-42
2024 Annual Report
Part IV
The Company has not included pro forma financial information as the 2022 pro forma impact was deemed not material.
Divestitures
The Company has retained obligations from previously sold businesses that primarily include ongoing expenses for
postretirement benefits, product liability, legal costs and asbestos-related activities of Aldrich. The components of
Discontinued operations, net of tax for the years ended December 31 were as follows:
IN MILLIONS
2024
2023
2022
Pre-tax earnings (loss) from discontinued operations
(36.2)
(34.7)
(26.9)
Tax benefit (expense)
11.5
7.5
5.4
Discontinued operations, net of tax
$ (24.7)
$
(27.2)
$
(21.5)
For the years ended December 31, 2024 and 2023, pre-tax earnings (loss) from discontinued operations included a
charge of $19.9 million and $20.2 million, respectively, to support Aldrich’s ongoing legal costs in accordance with the
Company’s Funding Agreement. Refer to Note 20, “Commitments and Contingencies,” for more information regarding the
deconsolidation and asbestos-related matters.
NOtE 18. 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
2024
2023
2022
Weighted-average number of basic shares outstanding
226.2
228.6
232.6
Shares issuable under incentive share plans
2.2
2.1
2.3
Weighted-average number of diluted shares outstanding
228.4
230.7
234.9
Anti-dilutive shares
—
0.4
0.8
Dividends declared per ordinary share
$ 3.36 $ 3.00 $ 2.68
NOtE 19. BUSINESS SEGMENt INFOrMatION
The Company operates under three reportable 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, cooling and ventilation systems, building controls and solutions, 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, cooling and ventilation systems, services and solutions for commercial buildings, 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, cooling and ventilation systems, services and solutions for commercial buildings, and
transport refrigeration systems and solutions.
F-43
Part IV
The Company’s chief operating decision maker (CODM), the Chief Executive Officer, uses two profitability measures,
Segment Adjusted EBITDA and Segment Adjusted Operating Income, in assessing segment performance and deciding
how to allocate resources:
• Segment Adjusted EBITDA represents net earnings excluding interest expense, income taxes, depreciation and
amortization, restructuring, non-cash adjustments for contingent consideration, merger and acquisition-related costs,
unallocated corporate expenses, discontinued operations and other non-recurring transactions. Segment Adjusted
EBITDA also provides a useful tool for assessing the operating performance and comparability between periods and
our ability to generate cash because it excludes the impact of certain non-cash or non-recurring items that can vary
significantly from period to period. Segment Adjusted EBITDA is used in the development of annual operating plans,
including capital expenditure and operational budgets, and in measuring performance against targets for purposes of
incentive compensation.
• Segment Adjusted Operating Income represents operating income adjusted to exclude restructuring costs, merger
and acquisition-related costs, non-cash adjustments for contingent consideration and other non-recurring items.
Segment Adjusted Operating Income, and ratios based on it, are used to provide a comprehensive view of segment
profitability and evaluate efficient returns on assets.
Segment Adjusted EBITDA and Segment Adjusted Operating Income are 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. Measures of total assets by reportable segment are not
provided to the CODM. Therefore, asset information by segment is not disclosed.
A summary of results by reportable segment for the years ended December 31 were as follows:
IN MILLIONS
2024
2023
2022
americas
Segment revenues
$ 15,903.2
$
13,832.0
$
12,640.8
Segment cost of goods sold
(10,249.9)
(9,262.4)
(8,714.1)
Segment selling and administrative expenses
(2,614.2)
(2,123.7)
(1,857.7)
Segment Adjusted Operating Income
$
3,039.1
$
2,445.9
$
2,069.0
Segment depreciation and amortization
299.8
258.8
256.8
Segment other income/(expense), net
(20.6)
(35.1)
0.5
Segment Adjusted EBITDA
$
3,318.3
$
2,669.6
$
2,326.3
EMEa
Segment revenues
$
2,556.7
$
2,401.2
$
2,034.5
Segment cost of goods sold
(1,641.8)
(1,584.4)
(1,408.7)
Segment selling and administrative expenses
(442.1)
(392.3)
(315.5)
Segment Adjusted Operating Income
$
472.8
$
424.5
$
310.3
Segment depreciation and amortization
43.5
40.5
28.8
Segment other income/(expense), net
(11.2)
(0.3)
(1.0)
Segment Adjusted EBITDA
$
505.1
$
464.7
$
338.1
asia Pacific
Segment revenues
$
1,378.3
$
1,444.4
$
1,316.4
Segment cost of goods sold
(843.2)
(935.2)
(886.9)
Segment selling and administrative expenses
(226.3)
(208.4)
(197.8)
Segment Adjusted Operating Income
$
308.8
$
300.8
$
231.7
Segment depreciation and amortization
17.9
18.3
17.2
Segment other income/(expense), net
2.6
2.2
(0.6)
Segment Adjusted EBITDA
$
329.3
$
321.3
$
248.3
F-44
2024 Annual Report
Part IV
IN MILLIONS
2024
2023
2022
reconciliation of Segment adjusted EBItDa and Segment adjusted Operating
Income to earnings before income taxes
Total Segment Adjusted EBITDA
$
4,152.7
$
3,455.6
$
2,912.7
Total Segment depreciation and amortization
(361.2)
(317.6)
(302.9)
Total Segment other income/(expense), net
29.1
33.2
1.2
Total Segment Adjusted Operating Income
3,820.6
3,171.2
2,611.0
Restructuring costs
(5.0)
(15.1)
(20.7)
Non-cash adjustments for contingent consideration
25.0
49.3
46.9
Insurance settlements on property claims
—
10.0
25.0
Acquisition inventory step-up and backlog amortization
—
(18.5)
(1.2)
Unallocated corporate expenses
(340.5)
(302.9)
(242.1)
Interest expense
(238.4)
(234.5)
(223.5)
Other income/(expense), net
(19.9)
(92.2)
(23.3)
Earnings before income taxes
$
3,241.8
$
2,567.3
$
2,172.1
Capital Expenditures
Americas
$
244.7
$
217.2
$
230.5
EMEA
36.6
31.9
25.9
Asia Pacific
16.1
14.3
11.2
Capital expenditures from reportable segments
$
297.4
$
263.4
$
267.6
Corporate capital expenditures
73.2
37.3
24.2
Total capital expenditures
$
370.6
$
300.7
$
291.8
At December 31, a summary of long-lived assets by geographic area were as follows:
IN MILLIONS
2024
2023
United States
$
1,936.0
$
1,618.6
Non-U.S.
691.1
666.7
Total
$
2,627.1
$
2,285.3
F-45
Part IV
NOtE 20. COMMItMENtS aND CONtINGENCIES
The Company is involved in various litigation, claims and administrative proceedings, including those related to the
bankruptcy proceedings for Aldrich Pump LLC (Aldrich) and Murray Boiler LLC (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 indirect wholly-owned subsidiaries and former companies of the Company have been 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 and to
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 and to 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-46
2024 Annual Report
Part IV
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 Sheets. 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 Sheets 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. On the same date, 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.
On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF, which was funded on March 2, 2022,
resulting in an operating cash outflow of $270.0 million reported in the Company’s Consolidated Statements of Cash Flows,
of which $91.8 million was allocated to continuing operations and $178.2 million was allocated to discontinued operations for
the year ended December 31, 2022. On April 18, 2022, the Bankruptcy Court entered an order granting Aldrich and Murray’s
request to seek to estimate their aggregate liability for all current and future asbestos-related personal injury claims. Aldrich
and Murray are pursuing discovery and related matters in connection with the estimation proceedings.
F-47
Part IV
On October 18, 2021, the ACC filed a motion seeking standing to pursue and investigate on behalf of the bankruptcy
estates of Aldrich and Murray, claims arising from or related to the 2020 Corporate Restructuring. Also on October 18,
2021, the ACC filed a complaint seeking to substantively consolidate the bankruptcy estates of Aldrich and Murray with
certain of the Company’s subsidiaries. On December 20, 2021, Aldrich, Murray and certain of the Company’s subsidiaries
filed motions to dismiss the ACC’s substantive consolidation complaint. On April 14, 2022, the Bankruptcy Court granted
the ACC’s standing motion and denied the motions to dismiss the substantive consolidation complaint. On June 18, 2022,
the ACC filed complaints against the Company and other related parties asserting various claims and causes of action
arising from or related to the 2020 Corporate Restructuring. The Company is vigorously opposing and defending against
these claims.
On April 6, 2023, certain individual claimants filed a motion to dismiss the Chapter 11 cases (Claimant Motion to Dismiss).
Subsequently, on May 15, 2023, the ACC filed its own motion to dismiss the Chapter 11 cases (ACC Motion to Dismiss,
and, together with the Claimant Motion to Dismiss, the Motions to Dismiss). Aldrich, Murray and the FCR filed responses
in opposition to the Motions to Dismiss, and the Company filed papers joining in Aldrich and Murray’s opposition. A
hearing on the Motions to Dismiss was held on July 14, 2023. On December 28, 2023, the Bankruptcy Court entered
an order denying the Motions to Dismiss. On January 11, 2024, the ACC and the individual claimants filed motions with
the United States District Court for the District of North Carolina (the District Court) seeking leave to appeal the order
denying the Motions to Dismiss and to certify the appeals directly to the Court of Appeals for the Fourth Circuit. At a
hearing on February 9, 2024, the Bankruptcy Court granted the motions to certify direct appeals to the Fourth Circuit. On
April 17, 2024, the Fourth Circuit entered an order denying the petitions for direct appeal. On May 1, 2024, the ACC and the
individual claimants filed petitions with the Fourth Circuit seeking rehearing en banc. Aldrich and Murray opposed the
petitions and the Fourth Circuit denied the petitions by order dated May 15, 2024. On May 28, 2024, Aldrich and Murray
filed their response with the District Court in opposition to the Motions for Leave to Appeal. The FCR filed its response to
the Motions for Leave to Appeal on May 29, 2024.
On January 23, 2023, an individual claimant filed a motion to lift the automatic order to pursue its asbestos suit against
Aldrich and Murray notwithstanding the Chapter 11 cases (the Stay Relief Motion). Aldrich and Murray, the FCR, and
certain non-debtor affiliates each opposed the Stay Relief Motion. The Bankruptcy Court denied the Stay Relief Motion
after holding a hearing on March 30, 2023. The Bankruptcy Court entered an order memorializing its March oral ruling on
November 13, 2024. The individual claimant filed a notice with the Bankruptcy Court appealing the order denying the Stay
Relief Motion to the District Court on November 27, 2024.
It is not possible to predict how the District Court will rule on these pending motions, whether an appellate court will
affirm or reverse the Bankruptcy Court orders denying the Motions to Dismiss and the Stay Relief Motion, whether the
Bankruptcy Court will approve the terms of the Plan, what the extent of the asbestos liability will be or how long the
Chapter 11 cases will last. The ACC and the individual claimants filed their replies in support of the Motions for Leave to
Appeal on June 11, 2024. The Chapter 11 cases remain pending as of February 6, 2025.
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 other than as described above.
F-48
2024 Annual Report
Part IV
ENVIrONMENtaL MattErS
The Company continues to be dedicated to environmental and sustainability programs to minimize the use of natural
resources, reduce the utilization and generation of hazardous materials from our manufacturing processes and 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.
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, 2024 and 2023, the Company has recorded reserves for
environmental matters of $52.4 million and $47.5 million, respectively. Of these amounts, $40.3 million and $38.9 million,
respectively, relate to investigation and remediation of properties and multi-waste disposal sites related to businesses
formerly owned by the Company.
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 years ended December 31, were as follows:
IN MILLIONS
2024
2023
Balance at beginning of period
$
373.9
$
323.6
Reductions for payments
(182.3)
(146.5)
Accruals for warranties issued during the current period
229.9
187.0
Changes to accruals related to preexisting warranties
(3.9)
9.1
Translation
(3.0)
0.7
Balance at end of period
$
414.6
$
373.9
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,
2024 and December 31, 2023 was $185.3 million and $157.6 million, respectively.
F-49
Part IV
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 years ended December 31, were as follows:
IN MILLIONS
2024
2023
Balance at beginning of period
$
349.4
$
317.7
Amortization of deferred revenue for the period
(134.6)
(118.6)
Additions for extended warranties issued during the period
194.6
148.6
Changes to accruals related to preexisting warranties
3.0
0.9
Translation
(2.0)
0.8
Balance at end of period
$
410.4
$
349.4
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, 2024 and December 31, 2023 was $143.5 million and $123.8 million,
respectively. For the years ended December 31, 2024, 2023 and 2022, the Company incurred costs of $68.7 million,
$54.3 million and $54.8 million, respectively, related to extended warranties.
NOtE 21. SUBSEQUENt EVENtS
The Company completed the acquisition of two businesses in January 2025. One acquisition is a Commercial HVAC
distributor with sales and service business in Belgium and Luxembourg. The results of the acquisition will be reported
within the EMEA segment. The second acquisition is a building management platform for HVAC optimization, using
advanced artificial intelligence technologies. The results of the acquisition will be reported within the Americas segment.
The results of the acquisitions will be included in our consolidated financial statements as of the date of the acquisitions.
ANNUAL GENERAL MEETING
The Notice of Internet Availability of Proxy Materials, the Notice of
2025 Annual General Meeting of Shareholders, the 2025 Proxy
Statement and this Annual Report are being sent or made available
to shareholders on or about April 24, 2025. We strongly encourage
all shareholders to submit proxy forms to ensure they can vote and
be represented at the 2025 Annual Meeting without attending
in person.
Date and Time
Thursday, June 6, 2025, at 2:30 p.m. local time
Location
Adare Manor Hotel
Adare, County Limerick, Ireland
TRANSFER AGENT AND REGISTRAR
Telephone Inquiries: 866-229-8405
Website: www.computershare.com/Investor
Address shareholder inquiries with standard priority:
Computershare
P.O. Box 43078
Providence, RI 02940-3078
Address shareholder inquiries with overnight priority:
Computershare
150 Royall Street, Suite 101
Canton, MA 02021
2024 ANNUAL REPORT ON FORM 10-K
This 2024 Annual Report includes the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2024. The Form
10-K filed with the U.S. Securities and Exchange Commission
includes the exhibits to Form 10-K and is available to shareholders
without charge by contacting Investor Relations or by accessing the
investor section of our company’s website at
investors.tranetechnologies.com or by going to the SEC’s website
at www.sec.gov.
INVESTOR RELATIONS
Investors and financial analysts seeking information about the
company should contact:
Zac Nagle
Vice President – Investor Relations
1-704-990-3913
InvestorRelations@tranetechnologies.com
This annual report and online 2024 Sustainability Report,
(expected to be published in May 2025)
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 2024 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 2024 Sustainability Report
at www.tranetechnologies.com/sustainability-reports.
FORWARD-LOOKING STATEMENTS
This 2024 Annual Report includes “forward-looking statements”
which are statements that are not historical facts, including
statements that relate to our commitments to climate,
sustainability and our people, and the impact of these
commitments. These forward-looking statements are based
on our current expectations and are subject to risks and
uncertainties, which may cause actual results to differ materially
from our current expectations. Such factors include, but are not
limited to, our future financial performance and targets, including
revenue, EPS and operating income; our business operations;
demand for our products and services, including bookings and
backlog; capital deployment, including the amount and timing of
our dividends, our share repurchase program, including the
amount of shares to be repurchased and the timing of such
repurchases and our capital allocation strategy, including
acquisitions, if any; our projected free cash flow and usage of
such cash; our available liquidity; performance of the markets in
which we operate; restructuring activity and cost savings
associated with such activity; and our effective tax rate.
Additional factors that could cause such differences can be
found in our Form 10-K for the year ended December 31, 2024,
as well as our subsequent reports on Form 10-Q and other SEC
filings. We assume no obligation to update these forward-
looking statements.
We are committed to using environmentally conscious print practices.
©2025 Trane Technologies
About Trane Technologies
Trane Technologies is a global climate innovator. Through our strategic brands Trane® and
Thermo King®, and our portfolio of environmentally responsible products and services, we
bring efficient and sustainable climate solutions to buildings, homes and transportation.
For more on Trane Technologies, visit www.tranetechnologies.com.