Trane Technologies plc 10-Q for FY2023 Q3
Trane Technologies plc (TT)
10-Q
2023-11-01
For: 2023-09-30
View Original
Added on
April 07, 2026
About this 10-Q
Trane Technologies plc filed this 10-Q on November 1, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.88B
- up 11.7% from $4.37B a year earlier
- Net income
- $626.3M
- up 14.3% from net income of $547.9M a year earlier
- Diluted EPS
- $2.72
- up 16.2% from $2.34 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
_______________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2023
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 Number 001-34400
_____________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices, including zip code)
+(353 ) (0) 18707400
(Registrant’s telephone number, including area code)
_______________________________
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 x 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 x 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The number of ordinary shares outstanding of Trane Technologies plc as of October 20, 2023 was 227,556,986 .
TRANE TECHNOLOGIES PLC
FORM 10-Q
INDEX
| Item 1 - | ||||||||
| Item 2 - | ||||||||
| Item 3 - | ||||||||
| Item 4 - | ||||||||
| Item 1 - | ||||||||
| Item 1A - | ||||||||
| Item 2 - | ||||||||
| Item 5 - | ||||||||
| Item 6 - | ||||||||
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements
TRANE TECHNOLOGIES PLC CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS | |||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||
| Three months ended | Nine months ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions, except per share amounts | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | ( | ( | ( | ( | |||||||||||||||||||
| Selling and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income/(expense), net | ( | ( | ( | ( | |||||||||||||||||||
| Earnings before income taxes | |||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Earnings from continuing operations | |||||||||||||||||||||||
| Discontinued operations, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings | |||||||||||||||||||||||
| Less: Net earnings from continuing operations attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings attributable to Trane Technologies plc | $ | $ | $ | $ | |||||||||||||||||||
| Amounts attributable to Trane Technologies plc ordinary shareholders: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Earnings (loss) per share attributable to Trane Technologies plc ordinary shareholders: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
1
TRANE TECHNOLOGIES PLC CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Three months ended | Nine months ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Currency translation | ( | ( | ( | ( | |||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Unrealized net gains (losses) arising during period | ( | ( | ( | ||||||||||||||||||||
| Net (gains) losses reclassified into earnings | |||||||||||||||||||||||
| Tax (expense) benefit | ( | ( | ( | ||||||||||||||||||||
| Total cash flow hedges, net of tax | ( | ( | |||||||||||||||||||||
| Pension and OPEB adjustments: | |||||||||||||||||||||||
| Amortization reclassified into earnings | |||||||||||||||||||||||
| Net curtailment and settlement (gains) losses reclassified to earnings | |||||||||||||||||||||||
| Currency translation and other | ( | ||||||||||||||||||||||
| Tax (expense) benefit | ( | ( | |||||||||||||||||||||
| Total pension and OPEB adjustments, net of tax | |||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income, net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to Trane Technologies plc | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
2
TRANE TECHNOLOGIES PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
| (Unaudited) | |||||||||||
| In millions | September 30, 2023 | December 31, 2022 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts and notes receivable, net | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation and benefits | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Short-term borrowings and current maturities of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Postemployment and other benefit liabilities | |||||||||||
| Deferred and noncurrent income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
| Equity: | |||||||||||
| Trane Technologies plc shareholders’ equity: | |||||||||||
| Ordinary shares | |||||||||||
| Ordinary shares held in treasury, at cost | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total Trane Technologies plc shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
3
TRANE TECHNOLOGIES PLC
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
| 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 Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount at par value | Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under incentive stock plans | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | ( | ( | ( | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders | ( | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under incentive stock plans | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders | ( | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under incentive stock plans | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | ( | ( | ( | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
4
| 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 Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount at par value | Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under incentive stock plans | ( | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | ( | ( | ( | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders | ( | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Separation of Ingersoll Rand Industrial | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under incentive stock plans | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | ( | ( | ( | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders | ( | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Separation of Ingersoll Rand Industrial | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under incentive stock plans | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | ( | ( | ( | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interest | ( | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Separation of Ingersoll Rand Industrial | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
5
TRANE TECHNOLOGIES PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended | |||||||||||
| September 30, | |||||||||||
| In millions | 2023 | 2022 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Discontinued operations, net of tax | |||||||||||
| Adjustments for non-cash transactions: | |||||||||||
| Depreciation and amortization | |||||||||||
| Pension and other postretirement benefits | |||||||||||
| Stock settled share-based compensation | |||||||||||
| Changes in assets and liabilities, net of the effects of acquisitions | ( | ( | |||||||||
| Other non-cash items, net | ( | ( | |||||||||
| Net cash provided by (used in) continuing operating activities | |||||||||||
| Net cash provided by (used in) discontinued operating activities | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Acquisitions of businesses, net of cash acquired | ( | ( | |||||||||
| Other investing activities, net | ( | ( | |||||||||
| Net cash provided by (used in) continuing investing activities | ( | ( | |||||||||
| Net cash provided by (used in) discontinued investing activities | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Short-term borrowings (payments), net | ( | ||||||||||
| Proceeds from long-term debt | |||||||||||
| Payments of long-term debt | ( | ( | |||||||||
| Net proceeds from (payments of) debt | ( | ( | |||||||||
| Debt issuance costs | ( | ( | |||||||||
| Dividends paid to ordinary shareholders | ( | ( | |||||||||
| Dividends paid to noncontrolling interests | ( | ( | |||||||||
| Proceeds (payments) from shares issued under incentive plans, net | ( | ||||||||||
| Repurchase of ordinary shares | ( | ( | |||||||||
| Settlement related to special cash payment | ( | ||||||||||
| Other financing activities, net | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents - beginning of period | |||||||||||
| Cash and cash equivalents - end of period | $ | $ | |||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
6
TRANE TECHNOLOGIES PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
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.
The accompanying unaudited Condensed Consolidated Financial Statements of Trane Technologies reflect the consolidated operations of the Company and have been prepared in accordance with United States Securities and Exchange Commission (SEC) interim reporting requirements. Accordingly, the accompanying Condensed Consolidated Financial Statements do not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP) for full financial statements and should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, the accompanying Condensed Consolidated Financial Statements contain all adjustments, which include only normal recurring adjustments, necessary to fairly state the condensed consolidated results for the interim periods presented.
Reorganization of Aldrich and Murray
On May 1, 2020, certain subsidiaries of the Company underwent an internal corporate restructuring that was effectuated through a series of transactions (2020 Corporate Restructuring). As a result, Aldrich Pump LLC (Aldrich) and Murray Boiler LLC (Murray), indirect wholly-owned subsidiaries of Trane Technologies plc, became solely responsible for the asbestos-related liabilities, and the beneficiaries of the asbestos-related insurance assets, of Trane Technologies Company LLC and Trane U.S. Inc, respectively. On a consolidated basis, the 2020 Corporate Restructuring did not have an impact on the Condensed Consolidated Financial Statements. In connection with the 2020 Corporate Restructuring, certain subsidiaries of the Company entered into funding agreements with Aldrich and Murray (collectively the Funding Agreements), pursuant to which those subsidiaries are obligated, among other things, to pay the costs and expenses of Aldrich and Murray during the pendency of the Chapter 11 cases to the extent distributions from their respective subsidiaries are insufficient to do so and to provide an amount for the funding for a trust established pursuant to section 524(g) of the Bankruptcy Code, to the extent that the other assets of Aldrich and Murray are insufficient to provide the requisite trust funding.
On June 18, 2020 (Petition Date), Aldrich and Murray filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Western District of North Carolina (the Bankruptcy Court) to resolve equitably and permanently all current and future asbestos related claims in a manner beneficial to claimants, Aldrich and Murray. As a result of the Chapter 11 filings, all asbestos-related lawsuits against Aldrich and Murray have been stayed due to the imposition of a statutory automatic stay applicable in Chapter 11 bankruptcy cases. Only Aldrich and Murray have filed for Chapter 11 relief. Neither Aldrich's wholly-owned subsidiary, 200 Park, Inc. (200 Park), Murray's wholly-owned subsidiary, ClimateLabs LLC (ClimateLabs), Trane Technologies plc nor its other subsidiaries (the Trane Companies) are part of the Chapter 11 filings. The Trane Companies are expected to continue to operate as usual, with no disruption to their employees, suppliers, or customers globally. As of the Petition Date, Aldrich and its wholly-owned subsidiary 200 Park and Murray and its wholly-owned subsidiary ClimateLabs were deconsolidated and their respective assets and liabilities were derecognized from the Company's Condensed Consolidated Financial Statements. Refer to Note 18, "Commitments and Contingencies," for more information regarding the status of Chapter 11 bankruptcy and asbestos-related matters.
7
Note 2. Recent Accounting Pronouncements
The Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards 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 Condensed Consolidated Financial Statements.
Recently Adopted Accounting Pronouncements
Note 3. Inventories
The major classes of inventory were as follows:
| In millions | September 30, 2023 | December 31, 2022 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| LIFO reserve | ( | ( | |||||||||
| Total | $ | $ | |||||||||
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 net realizable value. Reserve balances, primarily related to obsolete and slow-moving inventories, were $138.7 million and $94.3 million at September 30, 2023 and December 31, 2022, respectively.
Note 4. Goodwill
The changes in the carrying amount of goodwill for the nine months ended September 30, 2023 were as follows:
| In millions | Americas | EMEA | Asia Pacific | Total | |||||||||||||||||||
| Net balance as of December 31, 2022 | $ | $ | $ | $ | |||||||||||||||||||
| Acquisitions | |||||||||||||||||||||||
| Measurement period adjustments | ( | ( | ( | ||||||||||||||||||||
| Currency translation | ( | ( | ( | ||||||||||||||||||||
| Net balance as of September 30, 2023 | $ | $ | $ | $ | |||||||||||||||||||
The net goodwill balances at September 30, 2023 and December 31, 2022 include $2,496.0
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Note 5. Intangible Assets
The gross amount of the Company’s intangible assets and related accumulated amortization were as follows:
| September 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||
| In millions | Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | ||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total finite-lived intangible assets | ( | ( | ||||||||||||||||||||||||||||||||||||
| Trademarks (indefinite-lived) | — | — | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
Intangible asset amortization expense was $45.4 million and $35.8 million for the three months ended September 30, 2023 and 2022, respectively. Intangible asset amortization expense was $122.4 million and $105.6 million for the nine months ended September 30, 2023 and 2022, respectively.
Note 6. Debt and Credit Facilities
Short-term borrowings and current maturities of long-term debt consisted of the following:
| In millions | September 30, 2023 | December 31, 2022 | |||||||||
| Debentures with put feature | $ | $ | |||||||||
| Other current maturities of long-term debt | |||||||||||
| Total | $ | $ | |||||||||
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. Under the commercial paper program, the Company may issue notes from time to time through Trane Technologies HoldCo Inc. or Trane Technologies Financing Limited. Each of Trane Technologies plc, Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Global Holding Company Limited, Trane Technologies Company LLC provided irrevocable and unconditional guarantees for any notes issued under the commercial paper program. In addition, Trane Technologies HoldCo Inc. and Trane Technologies Financing Limited provide irrevocable and unconditional guarantees for any notes issued by the other. The Company had no
Debentures with Put Feature
At September 30, 2023 and December 31, 2022, the Company had $340.8 37.2 million of the outstanding debentures in February 2023, subject to the notice requirement. No exercises were made during the nine months ended September 30, 2023.
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| In millions | September 30, 2023 | December 31, 2022 | |||||||||
| $ | $ | ||||||||||
| Total | $ | $ | |||||||||
Issuance of Senior Notes
In March 2023, the Company, through its wholly-owned subsidiary Trane Technologies Financing Limited, issued $700.0 million aggregate principal amount of 5.250% senior notes due 2033. The notes are guaranteed by each of Trane Technologies plc, Trane Technologies Global Holding Company Limited, 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 fund the redemption of the $700.0 million aggregate principal amount of the outstanding 4.250% senior notes due June 2023.
Other Credit Facilities
The Company maintains two $1.0
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. 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
Fair Value of Debt
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Note 7. 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. Outstanding invoices under the supplier financing program were $144.1 million and $110.6 million at September 30, 2023 and December 31, 2022, respectively, which are included within Accounts payable in the Condensed Consolidated Balance Sheet.
Note 8. 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.
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 September 30, 2023:
| In millions | Fair Value | Fair value measurements | ||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Derivative instruments | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||||||||
| Contingent consideration | ||||||||||||||||||||||||||
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, 2022:
| In millions | Fair Value | Fair value measurements | |||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Derivative instruments | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivative instruments | |||||||||||||||||||||||
| Contingent consideration | |||||||||||||||||||||||
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 derivatives is determined based on a pricing model that uses spot rates and forward prices from actively quoted currency markets that are readily accessible and observable. The fair value of the commodity derivatives is valued under a market approach using publicized prices, where applicable, or dealer quotes.
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On October 15, 2021, the Company acquired 100% of Farrar Scientific Corporation's (Farrar Scientific) assets. In connection with the acquisition, the Company agreed to contingent consideration of up to $115.0 million to be paid in 2025, tied to the attainment of key financial targets during the period January 1, 2022 through December 31, 2024. This additional payment, to the extent earned, will be payable in cash. The fair value of the contingent consideration is determined using the Monte Carlo simulation model based on projections of revenues for Farrar Scientific during the period of January 1, 2022 through December 31, 2024, implied revenue volatility and a risk adjusted discount rate. Each quarter the Company is required to remeasure the fair value of the liability as assumptions change and such non-cash adjustments are recorded in Selling and administrative expenses in the Condensed Consolidated Statements of Earnings.
Contingent consideration related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. The changes in the fair value of the Company's Level 3 liabilities were as follows:
| In millions | September 30, 2023 | December 31, 2022 | ||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||
| Change in fair value of contingent consideration | ( | ( | ||||||||||||
| Balance at end of period | $ | $ | ||||||||||||
The fair value of the contingent consideration is measured on a recurring basis at each reporting date. The following inputs and assumptions were used in the Monte Carlo simulation model to estimate the fair value of the contingent consideration:
| September 30, 2023 | December 31, 2022 | |||||||||||||
| Discount rate | % | % | ||||||||||||
| Volatility | % | % | ||||||||||||
The carrying values of cash and cash equivalents, accounts receivable, and accounts payable are a reasonable estimate of their fair value due to the short-term nature of these instruments. There have been no transfers between levels of the fair value hierarchy.
Note 9. Pensions and Postretirement Benefits Other than Pensions
The Company sponsors several U.S. defined benefit and defined contribution plans covering substantially all of the Company's U.S. employees. Additionally, the Company has many non-U.S. defined benefit and defined contribution plans covering eligible non-U.S. employees. Postretirement benefits other than pensions (OPEB) provide healthcare benefits, and in some instances, life insurance benefits for certain eligible employees.
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.
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The components of the Company’s net periodic pension benefit cost for the three and nine months ended September 30 were as follows:
| Three months ended | Nine months ended | ||||||||||||||||||||||
| In millions | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Net amortization of: | |||||||||||||||||||||||
| Prior service costs (benefits) | |||||||||||||||||||||||
| Net actuarial (gains) losses | |||||||||||||||||||||||
| Net periodic pension benefit cost | |||||||||||||||||||||||
| Net curtailment and settlement losses | |||||||||||||||||||||||
| Net periodic pension benefit cost after net curtailment and settlement losses | $ | $ | $ | $ | |||||||||||||||||||
| Amounts recorded in continuing operations: | |||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||
| Other income/(expense), net | |||||||||||||||||||||||
| Amounts recorded in discontinued operations | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The Company made contributions to its defined benefit pension plans of $88.5 million and $82.4 million during the nine months ended September 30, 2023 and 2022, respectively. The Company currently projects that it will contribute a total of approximately $97 million to its enterprise plans worldwide in 2023.
The Net curtailment and settlement losses are associated with lump sum distribution under supplemental benefit plans for officers and other key employees.
Postretirement Benefits Other Than Pensions
The Company sponsors several postretirement plans that provide for healthcare benefits, and in some instances, life insurance benefits that cover certain eligible employees. These plans are unfunded and have no plan assets, but are instead funded by the Company on a pay-as-you-go basis in the form of direct benefit payments. Generally, postretirement health benefits are contributory with contributions adjusted annually. Life insurance plans for retirees are primarily noncontributory.
The components of net periodic postretirement benefit cost for the three and nine months ended September 30 were as follows:
| Three months ended | Nine months ended | ||||||||||||||||||||||
| In millions | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Net amortization of: | |||||||||||||||||||||||
| Prior service costs (benefits) | |||||||||||||||||||||||
| Net actuarial (gains) losses | ( | ( | ( | ( | |||||||||||||||||||
| Net periodic postretirement benefit cost | $ | $ | $ | $ | |||||||||||||||||||
| Amounts recorded in continuing operations: | |||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||
| Other income/(expense), net | |||||||||||||||||||||||
| Amounts recorded in discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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Note 10. 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
Changes in ordinary shares and treasury shares for the nine months ended September 30, 2023 were as follows:
| In millions | Ordinary shares issued | Ordinary shares held in treasury | |||||||||
| December 31, 2022 | |||||||||||
| Shares issued under incentive plans, net | |||||||||||
| Repurchase of ordinary shares | ( | ||||||||||
| September 30, 2023 | |||||||||||
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) upon the completion of its $2.0 billion ordinary share repurchase program authorized in 2021 (2021 Authorization). During the nine months ended September 30, 2023, the Company repurchased and canceled approximately $460 million of its ordinary shares, thus completing the 2021 Authorization and initiating repurchases under the 2022 Authorization of approximately $260 million of its ordinary shares leaving $2.7 billion remaining under the 2022 Authorization. Additionally, through October 31, 2023, the Company repurchased approximately $90 million of its ordinary shares under the 2022 Authorization.
Accumulated Other Comprehensive Income (Loss)
The changes in Accumulated other comprehensive income (loss) for the nine months ended September 30, 2023 were as follows:
| In millions | Derivative Instruments | Pension and OPEB | Foreign Currency Translation | Total | ||||||||||||||||||||||
| Balance at December 31, 2022 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Other comprehensive income (loss) attributable to Trane Technologies plc | ( | ( | ||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Other comprehensive income (loss) attributable to noncontrolling interests for the nine months ended September 30, 2023 included a loss of $0.3 million related to currency translation.
The changes in Accumulated other comprehensive income (loss) for the nine months ended September 30, 2022 were as follows:
| In millions | Derivative Instruments | Pension and OPEB | Foreign Currency Translation | Total | ||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss) attributable to Trane Technologies plc | ( | ( | ( | |||||||||||||||||||||||
| Balance at September 30, 2022 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
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Note 11. Revenue
Disaggregated Revenue
Net revenues by geography and major type of good or service for the three and nine months ended September 30 were as follows:
| Three months ended | Nine months ended | ||||||||||||||||||||||
| In millions | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Americas | |||||||||||||||||||||||
| Equipment | $ | $ | $ | $ | |||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total Americas | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| Equipment | $ | $ | $ | $ | |||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total EMEA | $ | $ | $ | $ | |||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Equipment | $ | $ | $ | $ | |||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total Asia Pacific | $ | $ | $ | $ | |||||||||||||||||||
| Total Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Revenue from goods and services transferred to customers at a point in time accounted for approximately 82
Contract Balances
The opening and closing balances of contract assets and contract liabilities arising from contracts with customers for the period ended September 30, 2023 and December 31, 2022 were as follows:
| In millions | Location on Condensed Consolidated Balance Sheets | September 30, 2023 | December 31, 2022 | |||||||||||
| Contract assets- - current | Other current assets | $ | $ | |||||||||||
| Contract assets - noncurrent | Other noncurrent assets | |||||||||||||
| Contract liabilities - current | Accrued expenses and other current liabilities | |||||||||||||
| Contract liabilities - noncurrent | Other noncurrent liabilities | |||||||||||||
The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets, and customer advances and deposits (contract liabilities) on the Condensed 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 three and nine months ended September 30, 2023, changes in contract asset and liability balances were not materially impacted by any other factors.
Approximately 9 % and 50 % of the contract liability balance at December 31, 2022 was recognized as revenue during the three and nine months ended September 30, 2023, respectively. Additionally, approximately 30 % of the contract liability balance at September 30, 2023 was classified as noncurrent and not expected to be recognized as revenue in the next 12 months.
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Note 12. Share-Based Compensation
The Company accounts for share-based compensation plans under the fair value based method. Fair value is measured once at the date of grant and is not adjusted for subsequent changes. The Company’s share-based compensation plans include programs for stock options, restricted stock units (RSUs), performance share units (PSUs) and deferred compensation.
Share-based compensation expense related to continuing operations is included in Selling and administrative expenses. The expense recognized for the three and nine months ended September 30 was as follows:
| Three months ended | Nine months ended | ||||||||||||||||||||||
| In millions | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Stock options | $ | $ | $ | $ | |||||||||||||||||||
| RSUs | |||||||||||||||||||||||
| Performance shares | |||||||||||||||||||||||
| Deferred compensation | |||||||||||||||||||||||
| Pre-tax expense | |||||||||||||||||||||||
| Tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| After-tax expense | $ | $ | $ | $ | |||||||||||||||||||
| Amounts recorded in continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Amounts recorded in discontinued operations | ( | ( | |||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Grants issued during the nine months ended September 30 were as follows:
| 2023 | 2022 | ||||||||||||||||||||||
| Number granted | Weighted- average fair value per award | Number granted | Weighted- average fair value per award | ||||||||||||||||||||
| Stock options | $ | $ | |||||||||||||||||||||
| RSUs | $ | $ | |||||||||||||||||||||
Performance shares (1) | $ | $ | |||||||||||||||||||||
(1) The number of performance shares represents the maximum award level.
Stock Options / RSUs
Eligible participants may receive (i) stock options, (ii) RSUs or (iii) a combination of both stock options and RSUs. The fair value of each of the Company’s stock option and RSU awards is expensed on a straight-line basis over the required service period, which is generally the 3 -year vesting period. However, for stock options and RSUs granted to retirement eligible employees, the Company recognizes expense for the fair value at the grant date.
The average fair value of the stock options granted is determined using the Black-Scholes option-pricing model. The following assumptions were used during the nine months ended September 30:
| 2023 | 2022 | ||||||||||
| Dividend yield | % | % | |||||||||
| Volatility | % | % | |||||||||
| Risk-free rate of return | % | % | |||||||||
| Expected life in years | |||||||||||
16
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.
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. 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.
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 13. Other Income/(Expense), Net
The components of Other income/(expense), net for the three and nine months ended September 30 were as follows:
| Three months ended | Nine months ended | ||||||||||||||||||||||
| In millions | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency exchange loss | ( | ( | ( | ( | |||||||||||||||||||
| Other components of net periodic benefit credit/(cost) | ( | ( | ( | ( | |||||||||||||||||||
Other activity, net | ( | ( | ( | ( | |||||||||||||||||||
| Other income/(expense), net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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. In addition, the Company includes the components of net periodic benefit credit/(cost) for pension and postretirement obligations other than the service cost component. During the three and nine months ended September 30, 2022, the Company recorded a $15.0
17
Note 14. Income Taxes
The Company accounts for its Provision for income taxes by applying an estimate of the annual effective income tax rate for the full year to the respective interim period, taking into account year-to-date amounts and projected results for the full year. For the nine months ended September 30, 2023 and September 30, 2022, the Company’s effective income tax rate was 20.5 % and 18.3 %, respectively. The effective tax rate for the nine months ended September 30, 2023 was lower than the U.S. statutory rate of 21.0 21.0 33.1 million reduction in valuation allowances on certain net state deferred tax assets partially offset by a related $4.2 million expense associated with a deferred tax revaluation resulting from U.S. legal entity restructurings. These items have reduced the effective tax rate for the nine months ended September 30, 2022 by 1.7 percentage points. In addition, excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate, partially offset by U.S. state and local taxes, provided net effective tax rate benefits.
Total unrecognized tax benefits for September 30, 2023 and December 31, 2022 were $84.4 million and $82.4 million, respectively. Although management believes its tax positions and related provisions reflected in the Condensed Consolidated Financial Statements are fully supportable, it recognizes that these tax positions and related provisions may be challenged by various tax authorities. These tax positions and related provisions are reviewed on an ongoing basis and are adjusted as additional facts and information become available, including progress on tax audits, changes in interpretations of tax laws, developments in case law and closing of statute of limitations. To the extent that the ultimate results differ from the original or adjusted estimates of the Company, the effect will be recorded in Provision for income taxes.
The Provision for income taxes involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which the Company operates. Future changes in applicable laws, projected levels of taxable income and tax planning could change the effective tax rate and tax balances recorded by the Company. In addition, tax authorities periodically review income tax returns filed by the Company and can raise issues regarding its filing positions, timing and amount of income or deductions, and the allocation of income among the jurisdictions in which the Company operates. A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Belgium, Brazil, Canada, China, France, Germany, Ireland, Italy, 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 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 provision for income taxes. In general, the examination of the Company’s U.S. federal income tax returns is complete or effectively settled 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.
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Note 15. Acquisitions
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 $113.0 million, inclusive of the impact of measurement period adjustments. The goodwill created in the acquisition is not 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 primary areas that remain open are related to tax. 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 $130.0 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 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 primary areas that remain open are related to tax. The results of the acquisition are reported within the Americas segment from the date of acquisition.
The preliminary amounts assigned to the major identifiable intangible asset classifications for both acquisitions were as follows:
| In millions | Weighted-average useful life (in years) | Fair value | ||||||||||||
| Customer relationships | $ | |||||||||||||
| Other | ||||||||||||||
| Total intangible assets | $ | |||||||||||||
The preliminary valuation of intangible assets was determined using an income approach methodology. The fair value of the customer relationship intangible assets were determined using the multi-period excess earnings method based on discounted projected net cash flows associated with the net earnings attributable to the acquired customer relationships. These projected cash flows are estimated over the remaining economic life of the intangible asset and are considered from a market participant perspective. Key assumptions used in estimating future cash flows included projected revenue growth rates and customer attrition rates. The projected future cash flows are discounted to present value using an appropriate discount rate. Any excess of the purchase price over the estimated fair value of net assets was recognized as goodwill.
The Company has not included pro forma financial information for the acquisitions as the impact was not significant.
Pending Acquisitions
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Note 16. Earnings Per Share
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 for the three and nine months ended September 30:
| Three months ended | Nine months ended | ||||||||||||||||||||||
| In millions, except per share amounts | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Weighted-average number of basic shares | |||||||||||||||||||||||
| Shares issuable under incentive share plans | |||||||||||||||||||||||
| Weighted-average number of diluted shares | |||||||||||||||||||||||
| Anti-dilutive shares | |||||||||||||||||||||||
| Dividends declared per ordinary share | $ | $ | $ | $ | |||||||||||||||||||
Note 17. Business Segment Information
The Company operates under four regional operating segments designed to create deep customer focus and relevance in markets around the world. The Company determined that its two Europe, Middle East and Africa (EMEA) operating segments meet the aggregation criteria based on similar operating and economic characteristics, resulting in one reportable segment. Therefore, the Company has three regional reportable segments, Americas, EMEA and Asia Pacific. 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 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.
Management measures segment operating performance based on net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring, non-cash adjustment for contingent consideration, insurance settlement on a property claim in Q3 2022, merger and acquisition-related costs, impairment of equity investment, unallocated corporate expenses and discontinued operations (Segment Adjusted EBITDA). Segment Adjusted EBITDA is not defined under GAAP and may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for net earnings or other results reported in accordance with GAAP. The Company believes Segment Adjusted EBITDA provides the most relevant measure of profitability as well as earnings power and the ability to generate cash. This measure is a useful financial metric to assess the Company’s operating performance from period to period by excluding certain items that it believes are not representative of its core business and the Company uses this measure for business planning purposes. Segment Adjusted EBITDA also provides a useful tool for assessing the comparability between periods and the Company’s ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures because it eliminates non-cash charges such as depreciation and amortization expense.
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A summary of operations by reportable segment for the three and nine months ended September 30 was as follows:
| Three months ended | Nine months ended | ||||||||||||||||||||||
| In millions | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Total Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Segment Adjusted EBITDA | |||||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Total Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of Segment Adjusted EBITDA to earnings before income taxes | |||||||||||||||||||||||
| Total Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring costs | ( | ( | ( | ( | |||||||||||||||||||
| Non-cash adjustment for contingent consideration | ( | ||||||||||||||||||||||
| Impairment of equity investment | ( | ||||||||||||||||||||||
| Acquisition inventory step-up | ( | ( | |||||||||||||||||||||
Insurance settlement on a property claim in Q3 2022 | |||||||||||||||||||||||
| Unallocated corporate expenses | ( | ( | ( | ( | |||||||||||||||||||
| Earnings before income taxes | $ | $ | $ | $ | |||||||||||||||||||
Note 18. Commitments and Contingencies
The Company is involved in various litigation, claims and administrative proceedings, including those related to the bankruptcy proceedings for Aldrich and Murray and environmental and product liability matters. The Company records accruals for loss contingencies when it is both probable that a liability will be incurred and the amount of the loss can be reasonably estimated. Amounts recorded for identified contingent liabilities are estimates, which are reviewed periodically and adjusted to reflect additional information when it becomes available. Subject to the uncertainties inherent in estimating future costs for contingent liabilities, except as expressly set forth in this note, management believes that any liability which may result from these legal matters would not have a material adverse effect on the financial condition, results of operations, liquidity or cash flows of the Company.
Asbestos-Related Matters
Certain wholly-owned subsidiaries and former companies of the Company 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
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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 Condensed Consolidated Financial Statements. Amounts derecognized in the second quarter of 2020 primarily related to the legacy asbestos-related liabilities and asbestos-related insurance recoveries and $41.7 million of cash.
Upon deconsolidation in the second quarter of 2020, the Company recorded its retained interest in Aldrich and Murray at fair value within Other noncurrent assets in the Condensed Consolidated Balance Sheet. In determining the fair value of its equity investment, the Company used a market-adjusted multiple of earnings valuation technique. As a result, the Company recorded an aggregate equity investment of $53.6 million as of the Petition Date.
Simultaneously, the Company recognized a liability of $248.8 million within Other noncurrent liabilities in the Condensed Consolidated Balance Sheet related to its obligation under the Funding Agreements. The liability was based on asbestos related liabilities and insurance related assets balances previously recorded by the Company prior to the Petition Date.
As a result of the deconsolidation, the Company recognized an aggregate loss of $24.9 million in its Condensed 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 Condensed 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.
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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 third quarter of 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 in the Company’s Condensed 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 nine months ended September 30, 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.
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. Additionally, the Bankruptcy Court denied motions to dismiss the ACC's substantive consolidation complaint. 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. Subsequently, on May 15, 2023, the ACC filed its own motion to dismiss the Chapter 11 cases. Aldrich, Murray and the FCR filed responses in opposition to each of these motions, and the Company filed papers joining in Aldrich and Murray's opposition. A hearing on the motions to dismiss was held on July 14, 2023. It is not possible to predict how the Bankruptcy Court will rule on the pending motions to dismiss the Chapter 11 cases, 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 November 1, 2023.
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 Condensed Consolidated Statements of Earnings. Since the Petition Date, there were no material transactions between the Company and these entities other than as described above.
Environmental Matters
The Company continues to be dedicated to environmental and sustainability programs to minimize the use of natural resources, and reduce the utilization and generation of hazardous materials from our manufacturing processes and to remediate identified environmental concerns. As to the latter, the Company is currently engaged in site investigations and remediation activities to address environmental cleanup from past operations at current and former manufacturing facilities and off-site waste disposal facilities.
It is the Company’s policy to establish environmental reserves for investigation and remediation activities when it is probable that a liability has been incurred and a reasonable estimate of the liability can be made. Estimated liabilities are determined based upon existing remediation laws and technologies. Inherent uncertainties exist in such evaluations due to unknown environmental conditions, changes in government laws and regulations, and changes in cleanup technologies. The environmental reserves are updated on a routine basis as remediation efforts progress and new information becomes available.
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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. The Company 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 payment date. As of September 30, 2023 and December 31, 2022, the Company has recorded reserves for environmental matters of $46.8 million and $42.4 million, respectively. Of these amounts, $38.1 million and $36.5 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 nine months ended September 30 were as follows:
| In millions | 2023 | ||||
| Balance at beginning of period | $ | ||||
| Reductions for payments | ( | ||||
| Accruals for warranties issued during the current period | |||||
| Changes to accruals related to preexisting warranties | |||||
| Translation | ( | ||||
| Balance at end of period | $ | ||||
Standard product warranty liabilities are classified as Accrued expenses and other current liabilities or Other noncurrent liabilities based on their expected payment date. The Company’s total current standard product warranty reserve at September 30, 2023 and December 31, 2022 was $131.1 million and $120.4 million, respectively.
Warranty Deferred Revenue
The Company’s extended warranty liability represents the deferred revenue associated with its extended warranty contracts and is amortized into Net revenues on a straight-line basis over the life of the contract, unless another method is more representative of the costs incurred. The Company assesses the adequacy of its liability by evaluating the expected costs under its existing contracts to ensure these expected costs do not exceed the extended warranty liability.
The changes in the extended warranty liability for the nine months ended September 30 were as follows:
| In millions | 2023 | ||||
| Balance at beginning of period | $ | ||||
| Amortization of deferred revenue for the period | ( | ||||
| Additions for extended warranties issued during the period | |||||
| Changes to accruals related to preexisting warranties | ( | ||||
| Translation | ( | ||||
| Balance at end of period | $ | ||||
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 revenue. The Company’s total current extended warranty liability at September 30, 2023 and December 31, 2022 was $118.6 million and $110.5 million, respectively.
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Item 2 – 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 Part I, Item 1A – Risk Factors in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as updated by any disclosures under Part II, Item 1A - Risk Factors in our Quarterly Reports on Form 10-Q. 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 Quarterly Report.
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.
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 sustainability commitments with a goal of achieving these commitments by 2030 (2030 Sustainability Commitments), including our Gigaton Challenge to reduce customers' carbon emissions by a billion metric tons. We are one of a handful of companies whose emissions reductions targets have been validated three times by the Science Based Targets Initiative (SBTi), and one of the very few companies worldwide whose net-zero targets have also been validated. We are Leading by Example as we make progress toward carbon-neutral operations and zero waste-to-landfill across our global footprint and net positive water use in water-stressed locations. Our Opportunity for All commitment focuses on gender parity in leadership, workforce diversity reflective of our communities, and a citizenship strategy that helps underserved communities through enhanced learning environments and pathways to green and Science, Technology, Engineering and Math (STEM) careers.
Recent Acquisitions
On May 2, 2023, we completed the acquisition of MTA S.p.A (MTA), a leading industrial process cooling technology business, which brings complementary, high-performing solutions to the comprehensive Commercial HVAC product and services portfolios in the EMEA and Americas segments. The results of the acquisition are reported within the EMEA and Americas segments.
On May 12, 2023, we completed the acquisition of Helmer Scientific Inc (Helmer), a precision temperature cooling company in the life sciences vertical within the Americas segment. The results of the acquisition are reported within the Americas segment.
Pending Acquisitions
During the third quarter of 2023, we signed a definitive agreement to acquire Nuvolo Technologies Corporation (Nuvolo), a global leader in modern, cloud-based enterprise asset management and connected workplace software and solutions. The acquisition will bring together the companies' complementary capabilities, technology, offerings and customer bases across shared key verticals, including healthcare, life sciences, retail, public infrastructure, education and more. The transaction is subject to regulatory approval, with closing expected in the fourth quarter of 2023.
Issuance of Senior Notes
In March 2023, we issued $700.0 million aggregate principal amount of 5.250% senior notes due 2033. The net proceeds were used to fund the redemption of the $700.0 million aggregate principal amount of the outstanding 4.250% Senior Notes due June 2023.
Significant Events
Reorganization of Aldrich and Murray
On June 18, 2020 (Petition Date), 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.
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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 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 Condensed 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 in our Condensed 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 nine months ended September 30, 2022.
On April 6, 2023, certain individual claimants filed a motion to dismiss the Chapter 11 cases. Subsequently, on May 15, 2023, the committee representing current asbestos claimants (the ACC) filed its own motion to dismiss the Chapter 11 cases. Aldrich, Murray and the FCR filed responses in opposition to each of these motions, and the Company filed papers joining in Aldrich and Murray's opposition. A hearing on the motions to dismiss was held on July 14, 2023. It is not possible to predict how the Bankruptcy Court will rule on the pending motions to dismiss the Chapter 11 cases, whether the Bankruptcy Court will approve the terms of a plan of reorganization, 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 November 1, 2023.
See also the discussion in Note 18, "Commitments and Contingencies," to the Condensed Consolidated Financial Statements.
Trends and Economic Events
We are a global corporation with worldwide operations. As a global business, our operations are affected by worldwide, regional and industry-specific economic factors as well as political and social factors wherever we operate or do business. Our geographic diversity and the breadth of our product and services portfolios have helped mitigate the impact of any one industry or the economy of any single country on our consolidated operating results.
Given our broad range of products manufactured and geographic markets served, management uses a variety of factors to predict the outlook for 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 are serving to proactively detect trends and to adapt our strategies accordingly, including potential 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.
Current economic conditions remain mixed across our end markets. Residual effects from the Coronavirus Disease 2019 (COVID-19) global pandemic have moderated as disruptions in the global supply chain and resource constraints have improved throughout the year.
We expect market conditions to remain mixed across the geographies where we serve customers. Overall Commercial HVAC markets remain strong due to demand for our differentiated customer driven solutions and the benefits of installing energy efficient products and decarbonizing the built environment, partially due to government regulation especially in the United States and Europe. Transport refrigeration and Residential markets remain mixed as these markets are normalizing with lead times returning to historical levels due to improved supply chains. We continue to see material, wage and energy inflation impact our cost structure. Our performance may be impacted by future developments that are uncertain. Geopolitical risk and macroeconomic events such as tightening credit conditions, higher interest rates, global banking uncertainty and the possibility of deteriorating overall economic conditions could negatively impact our business.
We believe we have a solid foundation of global brands that are highly differentiated across our portfolio of products and services. Our geographic mix and the diversity of our portfolio, coupled with our large installed product base, provides growth opportunities within our service revenue streams. As part of our long-term sustainability strategy, we innovate to provide solutions for our customers to address the impacts of these factors. In addition, we are investing substantial resources to innovate and develop new and existing products and services which we expect will drive our future growth.
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Results of Operations
Three Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 2022 - Consolidated Results
| Dollar amounts in millions | 2023 | 2022 | Period Change | 2023 % of revenues | 2022 % of revenues | ||||||||||||||||||||||||
| Net revenues | $ | 4,882.9 | $ | 4,371.9 | $ | 511.0 | |||||||||||||||||||||||
| Cost of goods sold | (3,224.8) | (2,939.1) | (285.7) | 66.0 | % | 67.2 | % | ||||||||||||||||||||||
| Gross profit | 1,658.1 | 1,432.8 | 225.3 | 34.0 | % | 32.8 | % | ||||||||||||||||||||||
| Selling and administrative expenses | (793.9) | (693.3) | (100.6) | 16.3 | % | 15.9 | % | ||||||||||||||||||||||
| Operating income | 864.2 | 739.5 | 124.7 | 17.7 | % | 16.9 | % | ||||||||||||||||||||||
| Interest expense | (57.9) | (55.8) | (2.1) | ||||||||||||||||||||||||||
| Other income/(expense), net | (10.0) | (18.7) | 8.7 | ||||||||||||||||||||||||||
| Earnings before income taxes | 796.3 | 665.0 | 131.3 | ||||||||||||||||||||||||||
| Provision for income taxes | (157.5) | (104.7) | (52.8) | ||||||||||||||||||||||||||
| Earnings from continuing operations | 638.8 | 560.3 | 78.5 | ||||||||||||||||||||||||||
| Discontinued operations, net of tax | (6.5) | (7.9) | 1.4 | ||||||||||||||||||||||||||
| Net earnings | $ | 632.3 | $ | 552.4 | $ | 79.9 | |||||||||||||||||||||||
Net Revenues
Net revenues for the three months ended September 30, 2023 increased by 11.7%, or $511.0 million, compared with the same period in 2022, which resulted from the following:
| Pricing | 3.7 | % | |||
| Volume | 5.1 | % | |||
| Acquisitions | 2.7 | % | |||
| Currency translation | 0.2 | % | |||
| Total | 11.7 | % | |||
The increase in Net revenues was primarily driven by higher volumes driven by increased end-customer demand, realization of inflation-based price increases and incremental revenues from acquisitions. Refer to the “Results by Segment” below for a discussion of Net revenues by segment.
Gross Profit Margin
Gross profit margin for the three months ended September 30, 2023 increased 120 basis points to 34.0% compared to 32.8% for the same period of 2022 primarily due to price realization and gross productivity, partially offset by inflation and business reinvestment.
Selling and Administrative Expenses
Selling and administrative expenses for the three months ended September 30, 2023 increased by 14.5%, or $100.6 million compared with the same period of 2022. The increase in Selling and administrative expenses was primarily driven by higher commissions as a result of higher sales volumes and an increase in human capital related cost from investing in our people. In addition, merger and acquisition related costs as well as a prior year insurance settlement on a property claim for $25.0 million drove higher Selling and administrative expenses. Selling and administrative expenses as a percentage of Net revenues for the three months ended September 30, 2023 increased 40 basis points from 15.9% to 16.3%.
Interest Expense
Interest expense for the three months ended September 30, 2023 increased by 3.8%, or $2.1 million compared with the same period of 2022 primarily due to the issuance of $700.0 million of 5.250% senior notes due March 2033, partially offset by the redemption of $700.0 million of 4.250% senior notes due June 2023.
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Provision for Income Taxes
For the three months ended September 30, 2023 and September 30, 2022 our effective tax rate was 19.8% and 15.7%, respectively. The effective income tax rate for the three months ended September 30, 2023 was lower than the than the U.S. statutory rate of 21.0% primarily due to adjustments related to filing the U.S. Federal income tax return, excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate, partially offset by U.S. state and local taxes. The effective tax rate for the three months ended September 30, 2022 was lower than the U.S. statutory rate of 21.0% primarily due to a $33.1 million reduction in valuation allowances on certain net state deferred tax assets partially offset by a related $4.2 million expense associated with a deferred tax revaluation resulting from U.S. legal entity restructurings. These items have decreased the effective tax rate for the three months ended September 30, 2022 by 4.3 percentage points. In addition, adjustments related to filing the U.S. Federal income tax return, earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate, partially offset by U.S. state and local taxes, provided net effective tax benefits.
Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022 - Consolidated Results
| Dollar amounts in millions | 2023 | 2022 | Period Change | 2023 % of revenues | 2022 % of revenues | ||||||||||||||||||||||||
| Net revenues | $ | 13,253.5 | $ | 11,917.9 | $ | 1,335.6 | |||||||||||||||||||||||
| Cost of goods sold | (8,867.6) | (8,172.6) | (695.0) | 66.9 | % | 68.6 | % | ||||||||||||||||||||||
| Gross profit | 4,385.9 | 3,745.3 | 640.6 | 33.1 | % | 31.4 | % | ||||||||||||||||||||||
| Selling and administrative expenses | (2,179.5) | (1,907.0) | (272.5) | 16.4 | % | 16.0 | % | ||||||||||||||||||||||
| Operating income | 2,206.4 | 1,838.3 | 368.1 | 16.6 | % | 15.4 | % | ||||||||||||||||||||||
| Interest expense | (177.1) | (167.6) | (9.5) | ||||||||||||||||||||||||||
| Other income/(expense), net | (76.8) | (21.0) | (55.8) | ||||||||||||||||||||||||||
| Earnings before income taxes | 1,952.5 | 1,649.7 | 302.8 | ||||||||||||||||||||||||||
| Provision for income taxes | (400.2) | (302.4) | (97.8) | ||||||||||||||||||||||||||
| Earnings from continuing operations | 1,552.3 | 1,347.3 | 205.0 | ||||||||||||||||||||||||||
| Discontinued operations, net of tax | (18.2) | (16.6) | (1.6) | ||||||||||||||||||||||||||
| Net earnings | $ | 1,534.1 | $ | 1,330.7 | $ | 203.4 | |||||||||||||||||||||||
Net Revenues
Net revenues for the nine months ended September 30, 2023 increased by 11.2%, or $1,335.6 million, compared with the same period in 2022, which resulted from the following:
| Pricing | 5.0 | % | |||
| Volume | 4.6 | % | |||
| Acquisitions | 2.1 | % | |||
| Currency translation | (0.5) | % | |||
| Total | 11.2 | % | |||
The increase in Net revenues was primarily driven by realization of inflation-based price increases, higher volumes driven by increased end-customer demand within all our reportable segments and incremental revenues from acquisitions, partially offset by an unfavorable impact from foreign currency translation. Refer to the “Results by Segment” below for a discussion of Net revenues by segment.
Gross Profit Margin
Gross profit margin for the nine months ended September 30, 2023 increased 170 basis points to 33.1% compared to 31.4% for the same period of 2022 primarily due to price realization and gross productivity, partially offset by inflation related to supply chain and higher costs to serve customers, as well as business reinvestment.
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Selling and Administrative Expenses
Selling and administrative expenses for the nine months ended September 30, 2023 increased by 14.3%, or $272.5 million, compared with the same period of 2022. The increase in Selling and administrative expenses was primarily driven by an increase in human capital related costs as a result of investing in our people. Additionally, higher commissions and customer facing travel costs as a result of higher sales volumes, merger and acquisition related costs and prior year insurance settlement on a property claim for $25.0 million were partially offset by a favorable change in the non-cash adjustment to contingent consideration of $33.9 million. Selling and administrative expenses as a percentage of Net revenues for the nine months ended September 30, 2023 increased 40 basis points from 16.0% to 16.4%.
Interest Expense
Interest expense for the nine months ended September 30, 2023 increased by 5.7%, or $9.5 million, compared with the same period of 2022 primarily due to the issuance of $700.0 million of 5.250% senior notes due March 2033 and interest costs associated with commercial paper issued during the period, partially offset by the redemption of $700.0 million of 4.250% senior notes due June 2023.
Provision for Income Taxes
For the nine months ended September 30, 2023 and September 30, 2022, our effective income tax rate was 20.5% and 18.3%, respectively. The effective tax rate for the nine months ended September 30, 2023 was lower than the U.S. statutory rate of 21.0% primarily 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, partially offset by an impairment of an equity investment, which is currently nondeductible, and U.S. state and local taxes. The effective tax rate for the nine months ended September 30, 2022 was lower than the U.S. statutory rate of 21.0% primarily due to a $33.1 million reduction in valuation allowances on certain net state deferred tax assets partially offset by a related $4.2 million expense associated with a deferred tax revaluation resulting from U.S. legal entity restructurings. These items have reduced the effective tax rate for the nine months ended September 30, 2022 by 1.7 percentage points. In addition, excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate, partially offset by U.S. state and local taxes, provided net effective tax rate benefits.
Three Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 2022 - Segment Results
We operate under four regional operating segments designed to create deep customer focus and relevance in markets around the world. We determined that our two EMEA operating segments meet the aggregation criteria based on similar operating and economic characteristics, resulting in one reportable segment. Therefore, we have three regional reportable segments, Americas, EMEA and Asia Pacific.
•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 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.
Management measures operating performance based on net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring, non-cash adjustment for contingent consideration, insurance settlement on a property claim in Q3 2022, merger and acquisition related costs, impairment of equity investment, unallocated corporate expenses and discontinued operations (Segment Adjusted EBITDA). Segment Adjusted EBITDA is not defined under generally accepted accounting principles in the United States of America (GAAP) and may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for net earnings or other results reported in accordance with GAAP. We believe Segment Adjusted EBITDA provides the most relevant measure of profitability as well as earnings power and the ability to generate cash. This measure is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business and we use this measure for business planning purposes. Segment Adjusted EBITDA also provides a useful tool for assessing the comparability between periods and our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures because it eliminates non-cash charges such as depreciation and amortization expense.
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The following discussion compares our results for each of our three reportable segments for the three months ended September 30, 2023 compared to the three months ended September 30, 2022.
| In millions | 2023 | 2022 | % change | ||||||||||||||
| Americas | |||||||||||||||||
| Net revenues | $ | 3,888.0 | $ | 3,481.4 | 11.7 | % | |||||||||||
| Segment Adjusted EBITDA | 809.0 | 697.7 | 16.0 | % | |||||||||||||
| Segment Adjusted EBITDA margin | 20.8 | % | 20.0 | % | |||||||||||||
| EMEA | |||||||||||||||||
| Net revenues | $ | 618.6 | $ | 513.1 | 20.6 | % | |||||||||||
| Segment Adjusted EBITDA | 130.4 | 94.7 | 37.7 | % | |||||||||||||
| Segment Adjusted EBITDA margin | 21.1 | % | 18.5 | % | |||||||||||||
| Asia Pacific | |||||||||||||||||
| Net revenues | $ | 376.3 | $ | 377.4 | (0.3) | % | |||||||||||
| Segment Adjusted EBITDA | 87.7 | 81.8 | 7.2 | % | |||||||||||||
| Segment Adjusted EBITDA margin | 23.3 | % | 21.7 | % | |||||||||||||
| Total Net revenues | $ | 4,882.9 | $ | 4,371.9 | 11.7 | % | |||||||||||
| Total Segment Adjusted EBITDA | 1,027.1 | 874.2 | 17.5 | % | |||||||||||||
| Total Segment Adjusted EBITDA margin | 21.0 | % | 20.0 | % | |||||||||||||
Americas
Net revenues for the three months ended September 30, 2023 increased by 11.7% or $406.6 million, compared with the same period of 2022.
The components of the period change were as follows:
| Pricing | 3.8 | % | |||
| Volume | 6.9 | % | |||
| Acquisitions | 1.1 | % | |||
| Currency translation | (0.1) | % | |||
| Total | 11.7 | % | |||
The increase in Net revenues was primarily driven by higher volumes driven by increased end-customer demand, realization of inflation-based price increases and incremental revenues from acquisitions. Excluding the impact of foreign currency translation and acquisitions, Net revenues increased by 10.7%.
Segment Adjusted EBITDA margin for the three months ended September 30, 2023 increased by 80 basis points to 20.8% compared to 20.0% for the same period in 2022 primarily due to price realization, partially offset by inflation and business reinvestment.
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EMEA
Net revenues for the three months ended September 30, 2023 increased by 20.6% or $105.5 million, compared with the same period of 2022.
The components of the period change were as follows:
| Pricing | 4.1 | % | |||
| Volume | (0.8) | % | |||
| Acquisitions | 11.8 | % | |||
| Currency translation | 5.5 | % | |||
| Total | 20.6 | % | |||
The increase in Net revenues was primarily driven by incremental revenues from acquisitions, a favorable impact from foreign currency translation and realization of inflation-based price increases, partially offset by slightly lower volumes. Excluding the impact of foreign currency translation and acquisitions, Net revenues increased by 3.3%.
Segment Adjusted EBITDA margin for the three months ended September 30, 2023 increased by 260 basis points to 21.1% compared to 18.5% for the same period of 2022, primarily due to price realization and gross productivity, partially offset by inflation, lower margin attribution from recent acquisitions, inclusive of integration costs, and continued business reinvestment.
Asia Pacific
Net revenues for the three months ended September 30, 2023 decreased by 0.3% or $1.1 million, compared with the same period of 2022.
The components of the period change were as follows:
| Pricing | 2.2 | % | |||
| Volume | (3.4) | % | |||
| Acquisitions | 3.9 | % | |||
| Currency translation | (3.0) | % | |||
| Total | (0.3) | % | |||
The decrease in Net revenues was primarily driven by lower volumes due to unfavorable comparisons in prior year as a result of the strong recovery in volumes following the ending of localized shutdowns in China related to COVID-19 and an unfavorable impact from foreign currency translation, partially offset by incremental revenues from acquisitions and realization of inflation-based price increases. Excluding the impact of foreign currency translation and acquisitions, Net revenues decreased by 1.2%
Segment Adjusted EBITDA margin for the three months ended September 30, 2023 increased by 160 basis points to 23.3% compared to 21.7% for the same period of 2022 primarily due to price realization and gross productivity, partially offset by inflation, lower margin attribution from a recent acquisition, inclusive of integration costs, and continued business reinvestment.
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Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022- Segment Results
The following discussion compares our results for each of our three reportable segments for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022.
| In millions | 2023 | 2022 | % change | ||||||||||||||
| Americas | |||||||||||||||||
| Net revenues | $ | 10,441.5 | $ | 9,501.0 | 9.9 | % | |||||||||||
| Segment Adjusted EBITDA | 2,056.0 | 1,805.5 | 13.9 | % | |||||||||||||
| Segment Adjusted EBITDA as a percentage of net revenues | 19.7 | % | 19.0 | % | |||||||||||||
| EMEA | |||||||||||||||||
| Net revenues | $ | 1,746.8 | $ | 1,476.0 | 18.3 | % | |||||||||||
| Segment Adjusted EBITDA | 342.6 | 246.2 | 39.2 | % | |||||||||||||
| Segment Adjusted EBITDA as a percentage of net revenues | 19.6 | % | 16.7 | % | |||||||||||||
| Asia Pacific | |||||||||||||||||
| Net revenues | $ | 1,065.2 | $ | 940.9 | 13.2 | % | |||||||||||
| Segment Adjusted EBITDA | 231.6 | 168.6 | 37.4 | % | |||||||||||||
| Segment Adjusted EBITDA as a percentage of net revenues | 21.7 | % | 17.9 | % | |||||||||||||
| Total net revenues | $ | 13,253.5 | $ | 11,917.9 | 11.2 | % | |||||||||||
| Total Segment Adjusted EBITDA | 2,630.2 | 2,220.3 | 18.5 | % | |||||||||||||
| Total Segment Adjusted EBITDA margin | 19.8 | % | 18.6 | % | |||||||||||||
Americas
Net revenues for the nine months ended September 30, 2023 increased by 9.9% or $940.5 million, compared with the same period of 2022.
The components of the period change were as follows:
| Pricing | 5.1 | % | |||
| Volume | 4.2 | % | |||
| Acquisitions | 0.9 | % | |||
| Currency translation | (0.3) | % | |||
| Total | 9.9 | % | |||
The increase in Net revenues was primarily driven by realization of inflation-based price increases, higher volumes driven by increased end-customer demand and incremental revenues from acquisitions. Excluding the impact of foreign currency translation and acquisitions, Net revenues increased by 9.3%.
Segment Adjusted EBITDA margin for the nine months ended September 30, 2023 increased by 70 basis points to 19.7% compared to 19.0% for the same period of 2022 primarily due to price realization and gross productivity, partially offset by inflation related to supply chain and higher costs to serve customers, as well as business reinvestment.
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EMEA
Net revenues for the nine months ended September 30, 2023 increased by 18.3% or $270.8 million, compared with the same period of 2022.
The components of the period change were as follows:
| Pricing | 5.8 | % | |||
| Volume | 2.6 | % | |||
| Acquisitions | 9.4 | % | |||
| Currency translation | 0.5 | % | |||
| Total | 18.3 | % | |||
The increase in Net revenues was primarily driven by incremental revenues from acquisitions, realization of inflation-based price increases, higher volumes driven by increased end-customer demand and a favorable impact from foreign currency translation. Excluding the impact of foreign currency translation and acquisitions, Net revenues increased by 8.4%.
Segment Adjusted EBITDA margin for the nine months ended September 30, 2023 increased by 290 basis points to 19.6% compared to 16.7% for the same period of 2022 primarily due to price realization and gross productivity, partially offset by inflation related to supply chain and higher costs to serve customers, lower margin attribution from recent acquisitions inclusive of integration costs and continued business reinvestment.
Asia Pacific
Net revenues for the nine months ended September 30, 2023 increased by 13.2% or $124.3 million, compared with the same period of 2022.
The components of the period change were as follows:
| Pricing | 2.7 | % | |||
| Volume | 11.5 | % | |||
| Acquisitions | 3.7 | % | |||
| Currency translation | (4.7) | % | |||
| Total | 13.2 | % | |||
The increase in Net revenues was primarily driven by higher volumes related to increased end-market demand and prior year localized shutdowns in China related to COVID-19, incremental revenues from acquisitions and realization of inflation-based price increases were partially offset by an unfavorable impact from foreign currency translation. Excluding the impact of foreign currency translation and acquisitions, Net revenues increased by 14.2%.
Segment Adjusted EBITDA margin for the nine months ended September 30, 2023 increased by 380 basis points to 21.7% compared to 17.9% for the same period of 2022 primarily due to price realization, higher volumes and gross productivity, partially offset by lower margin attribution from a recent acquisition inclusive of integration costs, continued business reinvestment and inflation related to supply chain and higher costs to serve customers.
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
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Our primary sources of liquidity include cash balances on hand, cash flow 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 September 30, 2023.
As of September 30, 2023, we had $960.0 million of cash and cash equivalents on hand, of which $619.1 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 September 30, 2023, we currently have no plans to repatriate funds from subsidiaries for which we assert permanent reinvestment.
We expect to pay a competitive and growing dividend. Since the launch of Trane Technologies in March 2020, we have increased our quarterly share dividend by 42%, from $0.53 to $0.75 per ordinary share, or $2.12 to $3.00 per share annualized. The first, second, and third quarter 2023 dividends were declared and paid during the nine months ended September 30, 2023.
Share repurchases are made from time to time in accordance with management's capital allocation strategy, subject to market conditions and regulatory requirements. In February 2022, our Board of Directors authorized a share repurchase program of up to $3.0 billion of our ordinary shares (2022 Authorization) upon the completion of our $2.0 billion ordinary share repurchase program authorized in 2021 (2021 Authorization). During the nine months ended September 30, 2023, we repurchased and canceled approximately $460 million of our ordinary shares, completing the 2021 Authorization and initiating repurchases under the 2022 Authorization of approximately $260 million of our ordinary shares leaving $2.7 billion remaining under the 2022 Authorization. Additionally, through October 31, 2023, we repurchased approximately $90 million of our ordinary shares under the 2022 Authorization.
We continue to actively manage and strengthen our business portfolio to meet the current and future needs of our customers. We achieve this partly through engaging in research and development and sustaining activities and partly through acquisitions. Sustaining activities include costs incurred to reduce production costs, improve existing products, create custom solutions for customers and provide support to our manufacturing facilities. Our research and development and sustaining costs account for approximately two percent of annual net revenues. Each year, we make investments in new product development and new technology innovation as they are key factors in achieving our strategic objectives as a leader in the climate sector.
We continue to look for similar improvement opportunities including, but not limited to, increasing energy efficiency, developing products that allow for use of lower global warming potential ("GWP") refrigerants, reducing material content in products, and designing products for circularity. All new product development (NPD) programs must complete a Design for Sustainability module within our NPD process to ensure that every program has a positive impact on sustainability. We also focus on partnering with our suppliers and technology providers to align their investment decisions with our technical requirements.
In pursuing our business strategy, we routinely conduct discussions, evaluate targets and enter into agreements regarding possible acquisitions, divestitures, joint ventures and equity investments. Since 2020, we acquired several businesses, entered into joint ventures and invested in companies that complement existing products and services further enhancing our product portfolio.
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. Post separation, we have reduced costs by approximately $240 million through December 31, 2022 and are on track to reduce costs by an additional $60 million during 2023 for a total of $300 million in total annual savings under our transformation initiatives. In order to achieve these cost savings, we anticipate to incur costs up to $150 million through 2023. We have incurred approximately $134 million of costs cumulatively through September 30, 2023. We believe that our existing cash flow, committed credit lines and access to the capital markets will be sufficient to fund share repurchases, dividends, research and development, sustaining activities, business portfolio changes and ongoing restructuring actions.
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Certain of our subsidiaries entered into Funding Agreements with Aldrich and Murray pursuant to which those subsidiaries are obligated, among other things, to pay the costs and expenses of Aldrich and Murray during the pendency of the Chapter 11 cases to the extent distributions from their respective subsidiaries are insufficient to do so and to provide an amount for the funding for a trust established pursuant to section 524(g) of the Bankruptcy Code, to the extent that the other assets of Aldrich and Murray are insufficient to provide the requisite trust funding. During the third quarter of 2021, Aldrich and Murray filed a motion with the Bankruptcy Court to create a $270 million QSF. The funds held in the QSF would be available to provide funding for the Section 524(g) Trust upon effectiveness of the Plan. On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF, which was funded on March 2, 2022.
Liquidity
The following table contains several key measures of our financial condition and liquidity at the period ended:
| In millions | September 30, 2023 | December 31, 2022 | |||||||||
| Cash and cash equivalents | $ | 960.0 | $ | 1,220.5 | |||||||
| Short-term borrowings and current maturities of long-term debt | 348.3 | 1,048.0 | |||||||||
| Long-term debt | 4,476.3 | 3,788.3 | |||||||||
| Total debt | 4,824.6 | 4,836.3 | |||||||||
| Total Trane Technologies plc shareholders’ equity | 6,681.8 | 6,088.6 | |||||||||
| Total equity | 6,700.4 | 6,105.2 | |||||||||
| Debt-to-total capital ratio | 41.9 | % | 44.2 | % | |||||||
Debt and Credit Facilities
As of September 30, 2023, our short-term obligations primarily consist of $340.8 million of fixed rate debentures that contain a put feature that the holders may exercise on each anniversary of the issuance date. If exercised, we are obligated to repay in whole or in part, at the holder’s option, the outstanding principal amount (plus accrued and unpaid interest) of the debentures held by the holder. We also maintain a commercial paper program which is used for general corporate purposes. Under the program, the maximum aggregate amount of unsecured commercial paper notes available to be issued, on a private placement basis, is $2.0 billion. We had no commercial paper outstanding at September 30, 2023 and December 31, 2022. See Note 6, "Debt and Credit Facilities," to the Condensed 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 2024 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 September 30, 2023 and December 31, 2022. See Note 6, "Debt and Credit Facilities," to the Condensed Consolidated Financial Statements and further below in Supplemental Guarantor Financial Information for additional information regarding the terms of our long-term obligations and their related guarantees.
Cash Flows
The following table reflects the major categories of cash flows for the nine months ended September 30. For additional details, see the Condensed Consolidated Statements of Cash Flows in the Condensed Consolidated Financial Statements.
| In millions | 2023 | 2022 | |||||||||
| Net cash provided by (used in) continuing operating activities | $ | 1,482.6 | $ | 933.4 | |||||||
| Net cash provided by (used in) continuing investing activities | (736.1) | (325.2) | |||||||||
| Net cash provided by (used in) continuing financing activities | (952.1) | (1,413.0) | |||||||||
Operating Activities
Net cash provided by continuing operating activities for the nine months ended September 30, 2023 was $1,482.6 million, of which Net earnings provided $1,895.4 million after adjusting for non-cash transactions. Net cash provided by continuing operating activities for the nine months ended September 30, 2022 was $933.4 million, of which Net earnings provided $1,643.4 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 improved cash conversion cycle. Additionally, during the nine months ended September 30, 2022, we funded the continuing operations component of the QSF for $91.8 million.
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Investing Activities
Cash flows from investing activities represent inflows and outflows regarding the purchase and sale of assets. Primary activities associated with these items include capital expenditures, proceeds from the sale of property, plant and equipment, acquisitions, investments in joint ventures and complementary businesses and divestitures. During the nine months ended September 30, 2023, net cash used in investing activities from continuing operations was $736.1 million. The primary drivers of the usage were attributable to the acquisition of businesses for $510.2 million, net of cash acquired and capital expenditures of $217.2 million, primarily within the Americas and EMEA segments. During the nine months ended September 30, 2022, net cash used in investing activities from continuing operations was $325.2 million. The primary driver of the usage was attributable to capital expenditures of $202.8 million and the acquisition of businesses for $109.6 million, net of cash acquired, primarily within the Americas segment.
Financing Activities
Cash flows from financing activities represent inflows and outflows that account for external activities affecting equity and debt. Primary activities associated with these actions include paying dividends to shareholders, repurchasing our own shares, issuing our own stock and debt transactions. During the nine months ended September 30, 2023, net cash used in financing activities from continuing operations was $952.1 million. The primary drivers of the outflow related to dividends paid to ordinary shareholders of $513.0 million and the repurchase of $459.8 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. During the nine months ended September 30, 2022, net cash used in financing activities from continuing operations was $1,413.0 million. The primary drivers of the outflow related to the repurchase of $900.1 million in ordinary shares and dividends paid to ordinary shareholders of $467.0 million.
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, transformation costs, merger and acquisition (M&A) related costs, the continuing operations component of the QSF funding, and payout of executive compensation less an insurance settlement on a property claim in Q3 2022. This measure is useful to management and investors because it is consistent with management's assessment of our operating cash flow performance. The most comparable GAAP measure to free cash flow is Net cash provided by (used in) continuing operating activities. Free cash flow may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for Net cash provided by (used in) continuing operating activities in accordance with GAAP.
A reconciliation of Net cash provided by (used in) continuing operating activities to free cash flow for the nine months ended September 30 is as follows:
| In millions | 2023 | 2022 | |||||||||
| Net cash provided by continuing operating activities | $ | 1,482.6 | $ | 933.4 | |||||||
| Capital expenditures | (217.2) | (202.8) | |||||||||
| Cash payments for restructuring | 8.8 | 20.4 | |||||||||
| Transformation costs paid | 3.5 | 8.9 | |||||||||
| M&A transaction costs | 10.7 | — | |||||||||
| QSF funding (continuing operations component) | — | 91.8 | |||||||||
| Compensation related payment to a retired executive | — | 64.3 | |||||||||
Insurance settlement on a property claim in Q3 2022 | — | (25.0) | |||||||||
Free cash flow (1) | $ | 1,288.4 | $ | 891.0 | |||||||
(1) Represents a non-GAAP measure.
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Pensions
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 whereby a plan's allocation to fixed income assets increases as the plan's funded status improves. We monitor plan funded status and asset allocation regularly in addition to investment manager performance.
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. The Company currently projects that it will contribute a total of approximately $97 million to our enterprise plans worldwide in 2023. For further details on pension plan activity, see Note 9, "Pensions and Postretirement Benefits Other than Pensions," to the Condensed Consolidated Financial Statements.
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 September 30, 2023:
| 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 Lux International Holding Company S.à.r.l. (TT International) | None | All notes issued by TTFL and TTC HoldCo | ||||||
| Trane Technologies Global Holding Company Limited (TT Global) | None | All notes issued by TTFL and TTC HoldCo | ||||||
| Trane Technologies Financing Limited (TTFL) | 3.550% Senior notes due 2024 3.500% Senior notes due 2026 3.800% Senior notes due 2029 5.250% Senior notes due 2033 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 2023-2025 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 Company 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 September 30, 2023. Our obligor groups as of September 30, 2023 were as follows: Obligor group 1 consists of Plc, TT Holdings, TT International, TT Global, TTFL, TTC HoldCo and TTC; Obligor group 2 consists of Plc, TTFL and TTC.
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Summarized Statements of Earnings
| Nine months ended September 30, 2023 | |||||||||||
| In millions | Obligor group 1 | Obligor group 2 | |||||||||
| Net revenues | $ | — | $ | — | |||||||
| Gross profit (loss) | — | — | |||||||||
| Intercompany interest and fees | (111.1) | 118.8 | |||||||||
| Earnings (loss) from continuing operations | (339.8) | (73.9) | |||||||||
| Discontinued operations, net of tax | (17.5) | (17.8) | |||||||||
| Net earnings (loss) | (357.3) | (91.7) | |||||||||
| Less: Net earnings attributable to noncontrolling interests | — | — | |||||||||
| Net earnings (loss) attributable to Trane Technologies plc | $ | (357.3) | $ | (91.7) | |||||||
Summarized Balance Sheets
| September 30, 2023 | |||||||||||
| In millions | Obligor group 1 | Obligor group 2 | |||||||||
| ASSETS | |||||||||||
| Intercompany receivables | $ | 935.3 | $ | 2,036.4 | |||||||
| Current assets | 1,156.1 | 2,236.8 | |||||||||
| Intercompany notes receivable | 1,831.9 | 4,081.6 | |||||||||
| Noncurrent assets | 2,531.0 | 4,690.2 | |||||||||
| LIABILITIES | |||||||||||
| Intercompany payables | 3,497.2 | 1,092.9 | |||||||||
| Current liabilities | 4,324.2 | 1,866.8 | |||||||||
| Intercompany notes payable | 4,000.0 | 4,000.0 | |||||||||
| Noncurrent liabilities | 9,059.9 | 7,701.2 | |||||||||
| December 31, 2022 | |||||||||||
| In millions | Obligor group 1 | Obligor group 2 | |||||||||
| ASSETS | |||||||||||
| Intercompany receivables | $ | 860.0 | $ | 1,092.1 | |||||||
| Current assets | 1,011.6 | 1,231.7 | |||||||||
| Intercompany notes receivable | 1,831.9 | 4,781.6 | |||||||||
| Noncurrent assets | 2,582.3 | 5,383.1 | |||||||||
| LIABILITIES | |||||||||||
| Intercompany payables | 3,303.5 | 1,792.1 | |||||||||
| Current liabilities | 4,851.8 | 2,611.9 | |||||||||
| Intercompany notes payable | 2,400.0 | 2,400.0 | |||||||||
| Noncurrent liabilities | 6,789.8 | 5,433.4 | |||||||||
For a further discussion of Liquidity and Capital Resources, refer to the discussion under that heading herein and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in our Annual Report on Form 10-K for the period ended December 31, 2022.
Commitments and Contingencies
We are involved in various litigation, claims and administrative proceedings, including those related to the bankruptcy proceedings for Aldrich and Murray and environmental and product liability matters. 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 Note 18, "Commitments and Contingencies," to the Condensed Consolidated Financial Statements, management believes that the liability which may result from these legal matters would not have a material adverse effect on our financial condition, results of operations, liquidity or cash flows.
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Critical Accounting Estimates
Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with those accounting principles requires management to use judgments 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 estimates.
Management believes there have been no significant changes during the nine months ended September 30, 2023, to the items that we disclosed as our critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022.
Recent Accounting Pronouncements
See Note 2, "Recent Accounting Pronouncements," to the Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements.
Safe Harbor Statement
Certain statements in this report, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “intend,” “strategy,” “plan,” "may", “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 including our future performance statements related to the continued impact of the COVID-19 global pandemic; any statements regarding our sustainability and Environmental, Social, and Governance (ESG) 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 SEC. 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, financial institution disruptions, price instability, slowing economic growth and social and political instability;
•impacts of the COVID-19 global pandemic on our business operations, financial results and financial position and on the world economy;
•commodity shortages, supply chain risks and price increases;
•national and international conflict, including war, civil disturbances and terrorist acts, such as the Russia-Ukraine conflict;
•trade protection measures such as import or export restrictions and requirements, the imposition of tariffs and quotas or revocation or material modification of trade agreements;
•competitive factors in the industries in which we compete;
•the development, commercialization and acceptance of new and enhanced products and services;
•attracting and retaining talent;
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•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;
•the outcome of any litigation, governmental investigations, claims or proceedings;
•risks and uncertainties associated with the Chapter 11 proceedings for our deconsolidated subsidiaries Aldrich and Murray;
•the impact of potential information technology system failures, vulnerabilities, data security breaches or other cybersecurity issues;
•evolving data privacy and protection laws;
•intellectual property infringement claims and the inability to protect our intellectual property rights;
•changes in laws and regulations;
•health epidemics or pandemics or other contagious outbreaks;
•climate change, changes in weather patterns, natural disasters and seasonal fluctuations;
•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 the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There may also be other factors that have not been anticipated or that are not described in our periodic filings with the SEC, generally because we did not believe them to be significant at the time, which could cause results to differ materially from our expectations.
Available Information
We have used, and intend to continue to use, the homepage, the investor relations and the “News” section of our website (www.tranetechnologies.com), among other sources such as press releases, public conference calls and webcasts, as a means of disclosing additional information, which may include future developments regarding the Company and/or material non-public information. We encourage investors, the media, and others interested in our Company to review the information it makes public in these locations on its website.
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Item 3 – Quantitative and Qualitative Disclosures about Market Risk
For a discussion of the Company’s exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Item 4 – Controls and Procedures
The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of 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 Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2023, that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this Quarterly Report on Form 10-Q has been recorded, processed, summarized and reported when required and the information is 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.
There has been no change in the Company’s internal control over financial reporting that occurred during the third quarter of 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
In the normal course of business, we are involved in a variety of lawsuits, claims and legal proceedings, including those related to the bankruptcy proceedings for Aldrich and Murray, commercial and contract disputes, employment matters, product liability and product defect claims, asbestos-related claims, environmental liabilities, intellectual property disputes, and tax-related matters. In our opinion, pending legal matters are not expected to have a material adverse impact on our results of operations, financial condition, liquidity or cash flows.
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 2, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and Note 18, "Commitments and Contingencies," to the Condensed Consolidated Financial Statements in this Form 10-Q.
Item 1A – Risk Factors
There have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the period ended December 31, 2022. For further discussion of our risk factors, refer to Item 1A. "Risk Factors" contained in our Annual Report on Form 10-K for the period ended December 31, 2022.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table provides information with respect to purchases of our ordinary shares during the third quarter of 2023:
| 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) | ||||||||||||||||||||||
| July 1 - July 31 | 0.6 | $ | 191.26 | — | $ | 2,899,773 | ||||||||||||||||||||
| August 1 - August 31 | 385.5 | 202.48 | 384.6 | 2,821,903 | ||||||||||||||||||||||
| September 1 - September 30 | 402.7 | 203.55 | 402.7 | 2,739,934 | ||||||||||||||||||||||
| Total | 788.8 | $ | 203.02 | 787.3 | ||||||||||||||||||||||
(a) Share repurchases are made from time to time in accordance with management's capital allocation strategy, subject to market conditions and regulatory requirements. In February 2022, our Board of Directors authorized a share repurchase program of up to $3.0 billion of our ordinary shares (2022 Authorization). During the three months ended September 30, 2023, we repurchased approximately $160 million of our ordinary shares under the 2022 Authorization, leaving $2.7 billion remaining.
(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 540 shares in July and 921 shares in August in transactions outside of the repurchase programs.
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Item 5 – Other Information
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors and executive officers during the third quarter of 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans:
Name and Title | Action | Date of Action | Scheduled Expiration Date(1) | Aggregate Number of Securities to be Purchased or Sold(2) | ||||||||||||||||||||||
| 5/28/2024 | Sale of up to | |||||||||||||||||||||||||
| 2/3/2024 | Sale of up to | |||||||||||||||||||||||||
(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.
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Item 6 – Exhibits
(a) Exhibits
| Exhibit No. | Description | Method of Filing | ||||||||||||
Second Amendment dated as of September 20, 2023, 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. | Filed herewith. | |||||||||||||
| First Amendment dated as of September 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 and JPMorgan Chase Bank N.A. as Administrative Agent. | Filed herewith. | |||||||||||||
| List of Guarantors and Subsidiary Issuers of Guaranteed Securities. | Filed herewith. | |||||||||||||
| Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | |||||||||||||
| Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | |||||||||||||
| Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. | |||||||||||||
| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements. | Filed herewith. | ||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the iXBRL document and contained in Exhibit 101). | Filed herewith. | ||||||||||||
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TRANE TECHNOLOGIES PLC
SIGNATURES
Pursuant to the requirements 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) | ||||||||
| Date: | November 1, 2023 | /s/ Christopher J. Kuehn | ||||||
| Christopher J. Kuehn, Executive Vice President and Chief Financial Officer Principal Financial Officer | ||||||||
| Date: | November 1, 2023 | /s/ Mark A. Majocha | ||||||
| Mark A. Majocha, Vice President and Chief Accounting Officer Principal Accounting Officer | ||||||||
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[EXECUTED VERSION]
SECOND AMENDMENT dated as of September 20, 2023 (this “Amendment”), 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, an Irish private company limited by shares with registered number 624886 and registered office at 170/175 Lakeview Drive, Airside Business Parks, Sword, Co. Dublin, Ireland, K67 EW96 (“Trane Ireland” and, together with Trane Holdco and Trane Global, the “Borrowers” and each individually, a “Borrower”), TRANE TECHNOLOGIES PLC, an Irish company (“Trane Parent”), as a Guarantor, the other Guarantors from time to time party thereto, the BANKS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used in this Amendment but not otherwise defined shall have the meanings assigned to such terms in the Existing Credit Agreement.
WHEREAS pursuant to the Existing Credit Agreement, the Banks have agreed to extend credit to the Borrowers on the terms and subject to the conditions set forth therein;
WHEREAS Trane Parent and the Borrowers have requested that certain provisions of the Existing Credit Agreement be amended as set forth herein; and
WHEREAS the undersigned Banks are willing to amend such provisions of the Existing Credit Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
SECTION 1. Amendments. Effective as of the Amendment Effective Date (but subject to Section 4 hereof), the Existing Credit Agreement is hereby amended as follows:
(a) The definition of “Ratings” in Section 1.1 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows (added language is represented by bold/underline, and deleted language is represented by strikethrough):
2 | ||
“Ratings” means the ratings of Moody’s and S&P applicable to Trane plc’s the long-term senior unsecured debt of the Borrowers and the Additional Borrowers (or any of the foregoing); provided that (a) if the then-current rating by either rating agency for the long-term senior unsecured debt of any Borrower or Additional Borrower is different than then-current rating by that rating agency for the long-term senior unsecured debt of any other Borrower or Additional Borrower, then the Rating from that rating agency will be deemed to be the highest then-current rating issued by that rating agency for the long-term senior unsecured debt of the Borrowers and the Additional Borrowers and (b) if either Moody’s or S&P does not provide a rating of the long-term senior unsecured debt of any of the Borrowers or Additional Borrowers, then the “Rating” in respect of such rating agency shall be the public corporate (or corporate family) rating, if any, issued by such rating agency in respect of Trane Parent.
(b) Paragraph (g) of Section 2.7 of the Existing Credit Agreement is hereby amended by (i) deleting the text “for Trane plc” in the lead-in to such paragraph and (ii) amending and restating the proviso in such Section and the immediately succeeding sentence to read in their entirety as follows (added language is represented by bold/underline, and deleted language is represented by strikethrough):
provided that (i) in the case of split Ratings from S&P and Moody’s, the Rating to be used to determine the applicable Level shall be the higher of the two Ratings, or if the Ratings differ by more than one Level as indicated above, the Rating to be used to determine the applicable Level shall be the Rating one below the higher of the two Ratings, (ii) if only one Rating exists, the applicable Term Benchmark Margin, RFR Margin, CBR Margin and the Commitment Fee Rate shall be determined by reference to the Level corresponding to the available Rating, (iii) if no Ratings exist, the applicable Level shall be Level V and (iv) if any Rating shall be changed (other than as a result of a change in the rating system of the applicable rating agency), such change shall be effective as of the date on which it is first announced by the rating agency making such change. Each such change in the applicable Term Benchmark Margin, the RFR Margin, the CBR Margin or the Commitment Fee Rate shall apply to all outstanding Term Benchmark Loans, RFR Loans, CBR Loans and Base Rate Loans and to all commitment fees accruing during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.
(c) Section 4.13(b) of the Existing Credit Agreement is hereby amended to replace each occurrence of the text “Her Majesty’s” in such Section with the text “His Majesty’s.”
3 | ||
(d) Clause (h) of Section 5.1 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows (deleted language is represented by strikethrough):
(h) immediately after the chief financial officer or the treasurer of Trane Global or Trane Parent obtains knowledge of a change or a proposed change in the Ratings of Trane Global’s outstanding senior unsecured long-term debt securities by either Moody’s or S&P, a certificate of the chief financial officer or the treasurer setting forth the details thereof;
SECTION 2. Representations and Warranties. Each of Trane Parent and the Borrowers represents and warrants to the Administrative Agent and to each of the Banks that:
(a) this Amendment has been duly authorized by all necessary organizational action, executed and delivered by Trane Parent or such Borrower, and each of this Amendment and the Amended Credit Agreement constitutes a valid and binding agreement of Trane Parent or such Borrower, enforceable against Trane Parent or such Borrower in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(b) the representations and warranties of each Loan Party set forth in the Amended Credit Agreement are true in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date hereof; and
(c) at the time of and immediately after giving effect to this Amendment, no Default shall have occurred and be continuing.
SECTION 3. Effectiveness. This Amendment shall become effective as of the date first above written on which the following are satisfied or waived (the “Amendment Effective Date”):
(a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of Trane Parent, each of the borrowers and each Bank currently party to the Existing Credit Agreement and the Administrative Agent; and
(b) the Administrative Agent shall have received all expenses payable to the Administrative Agent on or prior to the Amendment Effective Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including the expenses of counsel) required to be reimbursed or paid by the Borrowers under the Existing Credit Agreement or this Amendment, in each case, to the extent invoiced at least two Business Days prior to the Amendment Effective Date.
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SECTION 4. Retroactive Effect. Notwithstanding anything herein to the contrary, the amendment to the definition of “Ratings” in Section 1(a) hereof (the “Ratings Amendment”) shall be given retroactive effect to April 4, 2023. In furtherance of the foregoing, (a) the aggregate amount of interest payable to each Bank pursuant to Section 2.7 of the Amended Credit Agreement on the next interest payment date after the Amendment Effective Date shall be reduced by an amount equal to the excess, if any, of (i) the aggregate amount of interest accrued in respect of the Loans of such Bank for the period beginning on April 4, 2023, and ending on the day immediately prior to the date of the most recent interest payment date that occurred prior to the Amendment Effective Date (the “Retroactive Effect Period”) (computed without giving effect to the Ratings Amendment), to the extent paid to such Bank, over (ii) the aggregate amount of interest that would have accrued in respect of the Loans of such Bank for the Retroactive Effect Period had the Ratings Amendment become effective on April 4, 2023, and (b) the aggregate amount of commitment fees payable to each Bank pursuant to Section 2.8 of the Amended Credit Agreement on the next commitment fee payment date after the Amendment Effective Date shall be reduced by an amount equal to the excess, if any, of
(i) the aggregate amount of commitment fees in respect of the Commitments of such Bank for the Retroactive Effect Period (computed without giving effect to the Ratings Amendment), to the extent paid to such Bank, over (ii) the aggregate amount of commitment fees that would have accrued in respect of the Commitments of such Bank for the Retroactive Effect Period had the Ratings Amendment become effective on April 4, 2023.
SECTION 5. Effects of Amendment. (a) Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Bank, any Issuing Bank or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Banks, the Issuing Banks or the Administrative Agent under the Loan Documents, except as expressly provided herein. Nothing herein shall be deemed to entitle any of Trane Parent or the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances.
(c) On and after the Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Existing Credit Agreement as amended hereby.
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(d) This Amendment shall constitute a “Loan Document” for all purposes of the Existing Credit Agreement and the other Loan Documents.
(e) This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Existing credit Agreement or any other Loan Document, all of which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of Trane Parent or any Borrower under any Loan Document from any of its obligations and liabilities thereunder.
SECTION 6. Counterparts; Electronic Execution. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that (a) the Administrative Agent and each of the Banks shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of each of Trane Parent and the Borrowers without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (b) upon the request of the Administrative Agent or any Bank, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, each of Trane Parent and the Borrowers party hereto hereby (i) agrees that for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, Banks and the Borrowers, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Amendment shall have the same legal effect, validity and enforceability as any paper original, (ii) agrees that the Administrative Agent and each of the Banks may, at its option, create one or more copies of this Amendment in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Amendment based solely on the lack of paper original copies of this Amendment, including with respect
6 | ||
to any signature pages thereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Bank’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of Trane Parent or any Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
SECTION 7. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
SECTION 8. Incorporation by Reference. The provisions of Sections 9.8 and 9.13 of the Existing Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.
TRANE TECHNOLOGIES PLC
BY
/s/ Evan M. Turtz
Name: Evan M. Turtz
Title: Senior Vice President, General Counsel and Secretary
TRANE TECHNOLOGIES HOLDCO INC.
By
/s/ Scott R. Williams
Name: Scott R. Williams
Title: Assistant Treasurer
TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED
By
/s/ Scott R. Williams
Name: Scott R. Williams
Title: Assistant Treasurer
TRANE TECHNOLOGIES FINANCING LIMITED
By
/s/ Christopher Donohoe
Name: Christopher Donohoe
Title: Director
[Signature Page to Second Amendment to Trane Technologies 2021 Credit Agreement]
JPMORGAN CHASE BANK, N.A., as
Administrative Agent and as a Bank By
/s/ Marlon Mathews
Name: Marlon Mathews Title: Executive Director
[Signature Page to Second Amendment to Trane Technologies 2021 Credit Agreement]
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Bank of America, N.A.
By: /s/Jason Yakabu
Name: Jason Yakabu Title: Director
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
The Bank of Nova Scotia
By: /s/ Kevin McCarthy Name: Kevin McCarthy
Title: Director
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
BNP PARIBAS
By: /s/ Rick Pace Name: Rick Pace
Title: Managing Director
By: /s/ Michael Lefkowitz Name: Michael Lefkowitz
Title: Director
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Citibank, N.A.
By: /s/ Brian Reed
Name: Brian Reed
Title: Vice President
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
DEUTSCHE BANK AG NEW YORK, AS A LENDER
By: /s/ Alison Lugo Name: Alison Lugo (alison.lugo@db.com) Title: Vice President
Phone: +1(212) 250-2803
For Banks requiring a second signature block:
By: /s/ Marko Lukin Name: Marko Lukin (marko.lukin@db.com) Title: Vice President
Phone: +1(212) 250-7283
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
GOLDMAN SACHS BANK USA
By: /s/ Dan Martis
Name: Dan Martis
Title: Authorized Signatory
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
MIZUHO BANK, LTD.
By: /s/ Donna DeMagistris Name: Donna DeMagistris
Title: Executive Director
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
MUFG Bank, Ltd.
By: /s/ Wolfgang Arbaczewski
Name: Wolfgang Arbaczewski
Title: Authorized Signatory
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Standard Chartered Bank
By: /s/ Kristopher Tracy
Name: Kristopher Tracy
Title: Director, Financing Solutions
For Banks requiring a second signature block:
By: Name:
Title:
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
The Toronto Dominion Bank, New York Branch
By: /s/ David Perlman Name: David Perlman
Title: Authorized Signatory
For Banks requiring a second signature block:
By: Name:
Title:
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
U.S. Bank National Association
By: /s/ Jason Hall Name: Jason Hall
Title: Assistant Vice President
BANK SIGNATURE PAGE TO SECOND AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF JUNE 18, 2021 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY
THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
WELLS FARGO BANK, N.A.
By: /s/ Steven Chen Name: Steven Chen
Title: Vice President
[EXECUTION VERSION]
FIRST AMENDMENT dated as of September 20, 2023 (this “Amendment”), 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, an Irish private company limited by shares with registered number 624886 and registered office at 170/175 Lakeview Drive, Airside Business Parks, Sword, Co. Dublin, Ireland, K67 EW96 (“Trane Ireland” and, together with Trane Holdco and Trane Global, the “Borrowers” and each individually, a “Borrower”), TRANE TECHNOLOGIES PLC, an Irish company (“Trane Parent”), as a Guarantor, the other Guarantors from time to time party thereto, the BANKS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used in this Amendment but not otherwise defined shall have the meanings assigned to such terms in the Existing Credit Agreement.
WHEREAS pursuant to the Existing Credit Agreement, the Banks have agreed to extend credit to the Borrowers on the terms and subject to the conditions set forth therein;
WHEREAS Trane Parent and the Borrowers have requested that certain provisions of the Existing Credit Agreement be amended as set forth herein; and
WHEREAS the undersigned Banks are willing to amend such provisions of the Existing Credit Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
SECTION 1. Amendments. Effective as of the Amendment Effective Date (but subject to Section 4 hereof), the Existing Credit Agreement is hereby amended as follows:
(a) The definition of “Ratings” in Section 1.1 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows (added language is represented by bold/underline, and deleted language is represented by strikethrough):
“Ratings” means the ratings of Moody’s and S&P applicable to Trane plc’s the long-term senior unsecured debt of the
2 | ||
Borrowers and the Additional Borrowers (or any of the foregoing); provided that (a) if the then-current rating by either rating agency for the long-term senior unsecured debt of any Borrower or Additional Borrower is different than then-current rating by that rating agency for the long-term senior unsecured debt of any other Borrower or Additional Borrower, then the Rating from that rating agency will be deemed to be the highest then-current rating issued by that rating agency for the long-term senior unsecured debt of the Borrowers and the Additional Borrowers and (b) if either Moody’s or S&P does not provide a rating of the long-term senior unsecured debt of any of the Borrowers or Additional Borrowers, then the “Rating” in respect of such rating agency shall be the public corporate (or corporate family) rating, if any, issued by such rating agency in respect of Trane Parent.
(b) Paragraph (g) of Section 2.7 of the Existing Credit Agreement is hereby amended by (i) deleting the text “for Trane plc” in the lead-in to such paragraph and (ii) amending and restating the provison in such Section and the immediately succeeding sentence to read in their entirety as follows (added language is represented by bold/underline, and deleted language is represented by strikethrough):
provided that (i) in the case of split Ratings from S&P and Moody’s, the Rating to be used to determine the applicable Level shall be the higher of the two Ratings, or if the Ratings differ by more than one Level as indicated above, the Rating to be used to determine the applicable Level shall be the Rating one below the higher of the two Ratings, (ii) if only one Rating exists, the applicable Term Benchmark Margin, RFR Margin, CBR Margin and the Commitment Fee Rate shall be determined by reference to the Level corresponding to the available Rating, (iii) if no Ratings exist, the applicable Level shall be Level V and (iv) if any Rating shall be changed (other than as a result of a change in the rating system of the applicable rating agency), such change shall be effective as of the date on which it is first announced by the rating agency making such change. Each such change in the applicable Term Benchmark Margin, the RFR Margin, the CBR Margin or the Commitment Fee Rate shall apply to all outstanding Term Benchmark Loans, RFR Loans, CBR Loans and Base Rate Loans and to all commitment fees accruing during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.
(c) Section 4.13(b) of the Existing Credit Agreement is hereby amended to replace each occurrence of the text “Her Majesty’s” in such Section with the text “His Majesty’s.”
3 | ||
(d) Clause (h) of Section 5.1 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows (deleted language is represented by strikethrough):
(h) immediately after the chief financial officer or the treasurer of Trane Global or Trane Parent obtains knowledge of a change or a proposed change in the Ratings of Trane Global’s outstanding senior unsecured long-term debt securities by either Moody’s or S&P, a certificate of the chief financial officer or the treasurer setting forth the details thereof;
SECTION 2. Representations and Warranties. Each of Trane Parent and the Borrowers represents and warrants to the Administrative Agent and to each of the Banks that:
(a) this Amendment has been duly authorized by all necessary organizational action, executed and delivered by Trane Parent or such Borrower, and each of this Amendment and the Amended Credit Agreement constitutes a valid and binding agreement of Trane Parent or such Borrower, enforceable against Trane Parent or such Borrower in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(b) the representations and warranties of each Loan Party set forth in the Amended Credit Agreement are true in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date hereof; and
(1)at the time of and immediately after giving effect to this Amendment, no Default shall have occurred and be continuing.
SECTION 3. Effectiveness. This Amendment shall become effective as of the date first above written on which the following are satisfied or waived (the “Amendment Effective Date”):
(1)the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of Trane Parent, each of the Borrowers and each Bank currently party to the Existing Credit Agreement and the Administrative Agent; and
(2)the Administrative Agent shall have received all expenses payable to the Administrative Agent on or prior to the Amendment Effective Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including the expenses of counsel) required to be reimbursed or paid by the Borrowers under the Existing Credit Agreement or this Amendment, in each case, to the extent invoiced at least two Business Days prior to the Amendment Effective Date.
SECTION 4. Retroactive Effect. Notwithstanding anything herein to the contrary, the amendment to the definition of “Ratings” in Section 1(a) hereof (the “Ratings Amendment”) shall be given retroactive effect to April 4, 2023. In furtherance of the
4 | ||
foregoing, (a) the aggregate amount of interest payable to each Bank pursuant to Section
2.7 of the Amended Credit Agreement on the next interest payment date after the Amendment Effective Date shall be reduced by an amount equal to the excess, if any, of
(i) the aggregate amount of interest accrued in respect of the Loans of such Bank for the period beginning on April 4, 2023, and ending on the day immediately prior to the date of the most recent interest payment date that occurred prior to the Amendment Effective Date (the “Retroactive Effect Period”) (computed without giving effect to the Ratings Amendment), to the extent paid to such Bank, over (ii) the aggregate amount of interest that would have accrued in respect of the Loans of such Bank for the Retroactive Effect Period had the Ratings Amendment become effective on April 4, 2023, and (b) the aggregate amount of commitment fees payable to each Bank pursuant to Section 2.8 of the Amended Credit Agreement on the next commitment fee payment date after the Amendment Effective Date shall be reduced by an amount equal to the excess, if any, of
(i) the aggregate amount of commitment fees in respect of the Commitments of such Bank for the Retroactive Effect Period (computed without giving effect to the Ratings Amendment), to the extent paid to such Bank, over (ii) the aggregate amount of commitment fees that would have accrued in respect of the Commitments of such Bank for the Retroactive Effect Period had the Ratings Amendment become effective on April 4, 2023.
SECTION 5. Effects of Amendment. (a) Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(2)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Bank, any Issuing Bank or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Banks, the Issuing Banks or the Administrative Agent under the Loan Documents, except as expressly provided herein. Nothing herein shall be deemed to entitle any of Trane Parent or the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances.
(3)On and after the Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Existing Credit Agreement as amended hereby.
5 | ||
(4)This Amendment shall constitute a “Loan Document” for all purposes of the Existing Credit Agreement and the other Loan Documents. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Existing Credit Agreement or any other Loan Document, all of which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of Trane Parent or any Borrower under any Loan Document from any of its obligations and liabilities thereunder.
SECTION 6. Counterparts; Electronic Execution. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that (a) the Administrative Agent and each of the Banks shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of each of Trane Parent and the Borrowers without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (b) upon the request of the Administrative Agent or any Bank, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, each of Trane Parent and the Borrowers party hereto hereby (i) agrees that for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, Banks and the Borrowers, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Amendment shall have the same legal effect, validity and enforceability as any paper original, (ii) agrees that the Administrative Agent and each of the Banks may, at its option, create one or more copies of this Amendment in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Amendment based solely on the lack of paper original copies of this Amendment, including with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Bank’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature
6 | ||
page, including any Liabilities arising as a result of the failure of Trane Parent or any Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
SECTION 7. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
SECTION 8. Incorporation by Reference. The provisions of Sections 9.8 and 9.13 of the Existing Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.
TRANE TECHNOLOGIES PLC
By
/s/ Evan M. Turtz
Name: Evan M. Turtz
Title: Senior Vice President, General Counsel and Secretary
TRANE TECHNOLOGIES HOLDCO INC.
By
/s/ Scott R. Williams
Name: Scott R. Williams
Title: Assistant Treasurer
TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED
By
/s/ Scott R. Williams
Name: Scott R. Williams
Title: Assistant Treasurer
TRANE TECHNOLOGIES FINANCING LIMITED
By
/s/ Christopher Donohoe
Name: Christopher Donohoe
Title: Director
[Signature Page to First Amendment to Trane Technologies 2022 Credit Agreement]
JPMORGAN CHASE BANK, N.A., as
Administrative Agent and as a Bank By
/s/ Marlon Mathews
Name: Marlon Mathews Title: Executive Director
[Signature Page to First Amendment to Trane Technologies 2022 Credit Agreement]
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Bank of America, N.A.
By: /s/ Jason Yakabu
Name: Jason Yakabu Title: Director
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
The Bank of Nova Scotia
By: /s/ Kevin McCarthy Name: Kevin McCarthy
Title: Director
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
BNP PARIBAS
By: /s/ Rick Pace Name: Rick Pace
Title: Managing Director
By: /s/ Michael Lefkowitz Name: Michael Lefkowitz
Title: Director
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Citibank N.A.
By: /s/ Brian Reed
Name: Brian Reed
Title: Vice President
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
DEUTSCHE BANK AG NEW YORK
BRANCH, as a Lender
By: /s/ Alison Lugo Name: Alison Lugo (alison.lugo@db.com) Title: Vice President
Phone: +1(212) 250-2803
For Banks requiring a second signature block:
By: /s/ Marko Lukin Name: Marko Lukin (marko.lukin@db.com) Title: Vice President
Phone: +1(212) 250-7283
:
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
GOLDMAN SACHS BANK USA
By: /s/ Dan Martis
Name: Dan Martis
Title: Authorized Signatory
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
ING Bank N.V., Dublin Branch
By: /s/ Cormac Langford Name: Cormac Langford
Title: Director
By: /s/ Louise Gough Name: Louise Gough
Title: Vice President
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
MIZUHO BANK, LTD.
By: /s/ Donna DeMagistris Name: Donna DeMagistris
Title: Executive Director
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
MUFG Bank, Ltd.
By: /s/ Wolfgang Arbaczewski
Name: Wolfgang Arbaczewski
Title: Authorized Signatory
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Standard Chartered Bank
By: /s/ Kristopher Tracy
Name: Kristopher Tracy
Title: Director, Financing Solutions
For Banks requiring a second signature block:
By: Name:
Title:
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
The Toronto Dominion Bank, New York Branch
By: /s/ David Perlman Name: David Perlman
Title: Authorized Signatory
For Banks requiring a second signature block:
By: Name:
Title:
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
U.S. Bank National Association
By: /s/ Jason Hall
Name: Jason Hall
Title: Assistant Vice President
BANK SIGNATURE PAGE TO FIRST AMENDMENT TO THE CREDIT AGREEMENT DATED AS OF APRIL 25, 2022 (AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), AMONG TRANE TECHNOLOGIES HOLDCO INC., TRANE TECHNOLOGIES GLOBAL HOLDING COMPANY LIMITED, TRANE TECHNOLOGIES FINANCING LIMITED, TRANE TECHNOLOGIES PLC, THE OTHER GUARANTORS PARTY THERETO, THE BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
WELLS FARGO BANK, N.A.
By: /s/ Steven Chen
Name: Steven Chen
Title: Vice President
Exhibit 22.1
List of Guarantors and Subsidiary Issuers of Guaranteed Securities
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 September 30, 2023:
| 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 Lux International Holding Company S.à.r.l. (TT International) | None | All notes issued by TTFL and TTC HoldCo | ||||||
| Trane Technologies Global Holding Company Limited (TT Global) | None | All notes issued by TTFL and TTC HoldCo | ||||||
| Trane Technologies Financing Limited (TTFL) | 3.550% Senior notes due 2024 3.500% Senior notes due 2026 3.800% Senior notes due 2029 5.250% Senior notes due 2033 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 2023-2025 6.480% Debentures due 2025 Puttable debentures due 2027-2028 | All notes issued by TTFL and TTC HoldCo | ||||||
Exhibit 31.1
CERTIFICATION
I, David S. Regnery, certify that:
1.I have reviewed the Quarterly Report on Form 10-Q of Trane Technologies plc for the three and nine months ended September 30, 2023;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 1, 2023 | /s/ DAVID S. REGNERY | |||||||||
| David S. Regnery | |||||||||||
| Principal Executive Officer | |||||||||||
Exhibit 31.2
CERTIFICATION
I, Christopher J. Kuehn, certify that:
1.I have reviewed the Quarterly Report on Form 10-Q of Trane Technologies plc for the three and nine months ended September 30, 2023;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 1, 2023 | /s/ CHRISTOPHER J. KUEHN | |||||||||
| Christopher J. Kuehn | |||||||||||
| Principal Financial Officer | |||||||||||
Exhibit 32
Section 1350 Certifications
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Trane Technologies plc (the Company), does hereby certify that to our knowledge:
The Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023 (the Form 10-Q) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ DAVID S. REGNERY | ||
| David S. Regnery | ||
| Principal Executive Officer | ||
| November 1, 2023 | ||
/s/ CHRISTOPHER J. KUEHN | ||
| Christopher J. Kuehn | ||
| Principal Financial Officer | ||
| November 1, 2023 | ||