Trane Technologies plc 10-Q for FY2024 Q2
Trane Technologies plc (TT)
10-Q
2024-07-31
For: 2024-06-30
View Original
Added on
April 07, 2026
About this 10-Q
Trane Technologies plc filed this 10-Q on July 31, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.31B
- up 12.8% from $4.7B a year earlier
- Net income
- $755.3M
- up 28.8% from net income of $586.2M a year earlier
- Diluted EPS
- $3.30
- up 29.4% from $2.55 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 June 30, 2024
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File 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 July 26, 2024 was 225,670,231 .
TRANE TECHNOLOGIES PLC
FORM 10-Q
INDEX
| Item 1 - | ||||||||
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| Item 3 - | ||||||||
| Item 4 - | ||||||||
| Item 1 - | ||||||||
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| 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 | Six months ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| In millions, except per share amounts | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| 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 | Six months ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| 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 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 | June 30, 2024 | December 31, 2023 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Short-term investments | |||||||||||
| 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, 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 | ( | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 June 30, 2024 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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, 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 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
5
TRANE TECHNOLOGIES PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six months ended | |||||||||||
| June 30, | |||||||||||
| In millions | 2024 | 2023 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Discontinued operations, net of tax | |||||||||||
| Adjustments for non-cash transactions: | |||||||||||
| Depreciation and amortization | |||||||||||
| Pension and other postretirement benefits | |||||||||||
| Stock settled share-based compensation | |||||||||||
| Other non-cash items, net | ( | ( | |||||||||
| Changes in assets and liabilities, net of the effects of acquisitions | ( | ( | |||||||||
| 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 | ( | ( | |||||||||
Purchases of short-term investments, net | ( | ||||||||||
| Other investing activities, net | ( | ( | |||||||||
| 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 | ( | ( | |||||||||
| 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.
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 ASUs. ASUs 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
In September 2022, the FASB issued ASU 2022-04, "Liabilities - Supplier Finance Program (Subtopic 405-50): Disclosure of Supplier Program Finance Obligations," which requires that a company that enters into a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective, a company should disclose qualitative and quantitative information about its supplier finance programs. The Company adopted this standard on January 1, 2023, except for the amendment on roll forward information which is effective on an annual basis for fiscal years beginning after December 15, 2023. See Note 7, "Supplier Financing Arrangements" for more information regarding the Company's supplier financing program.
Accounting Pronouncements Issued but not yet Adopted
In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures (Topic 740)" (ASU 2023-09) which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company expects ASU 2023-09 to require additional disclosures in the notes to its consolidated financial statements and does not plan to early adopt.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07) which requires public entities to disclose information about their reportable segments' oversight and significant expenses on an interim and annual basis. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company expects ASU 2023-07 to require additional disclosures in the notes to its consolidated financial statements and does not plan to early adopt.
In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements: Codification Amendments in Response to SEC's Disclosure Update and Simplification Initiative" (ASU 2023-06) to amend a variety of disclosure requirements in the ASC. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. Upon adoption, this ASU is not expected to have a material impact on the Company's financial statements and related disclosures.
7
Note 3. Inventories
The major classes of inventory were as follows:
| In millions | June 30, 2024 | December 31, 2023 | |||||||||
| 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 $163.1 million and $143.5 million at June 30, 2024 and December 31, 2023, respectively.
Note 4. Goodwill
The changes in the carrying amount of goodwill for the six months ended June 30, 2024 were as follows:
| In millions | Americas | EMEA | Asia Pacific | Total | |||||||||||||||||||
| Net balance as of December 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||
| Acquisitions | |||||||||||||||||||||||
| Measurement period adjustments | ( | ( | |||||||||||||||||||||
| Currency translation | ( | ( | ( | ( | |||||||||||||||||||
| Net balance as of June 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||
The net goodwill balances at June 30, 2024 and December 31, 2023 include $2,496.0
Note 5. Intangible Assets
The gross amount of the Company’s intangible assets and related accumulated amortization were as follows:
| June 30, 2024 | December 31, 2023 | |||||||||||||||||||||||||||||||||||||
| 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 $44.8 million and $42.1 million for the three months ended June 30, 2024 and 2023, respectively. Intangible asset amortization expense was $89.7 million and $77.0 million for the six months ended June 30, 2024 and 2023, respectively.
8
Note 6. Debt and Credit Facilities
Short-term borrowings and current maturities of long-term debt consisted of the following:
| In millions | June 30, 2024 | December 31, 2023 | |||||||||
| Debentures with put feature | $ | $ | |||||||||
| 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 Americas Holding Corporation, Trane Technologies Global Holding II Company Limited, and Trane Technologies Company LLC provide 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 June 30, 2024 and December 31, 2023, the Company had $295.0
Long-term debt, excluding current maturities, consisted of the following:
| In millions | June 30, 2024 | December 31, 2023 | |||||||||
| $ | $ | ||||||||||
| Total | $ | $ | |||||||||
9
Issuance of Senior Notes
In June 2024, the Company, through its wholly-owned subsidiary Trane Technologies Financing Limited, issued $500 million aggregate principal amount of 5.100% Senior Notes due 2034. The notes are guaranteed by each of Trane Technologies plc, Trane Technologies Global Holding II Company Limited, Trane Technologies Americas Holding Corporation, Trane Technologies Lux International Holding Company S.a.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Company LLC and Trane Technologies Holdco Inc. The Company has the option to redeem the notes in whole or in part at any time prior to their stated maturity date at redemption prices set forth in the indenture agreement. The notes are subject to certain customary covenants, however, none of these covenants are considered restrictive to the Company’s operations. Together with cash on hand, the net proceeds from the offering will be used to repay at maturity the $500 million aggregate principal amount of the outstanding 3.550% Senior Notes due in November 2024, including payment of fees, expenses, and accrued interest in connection therewith, and any remaining proceeds for general corporate purposes.
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., Trane Technologies Americas Holding Corporation, Trane Technologies Global Holding II Company Limited and Trane Technologies Company LLC each provide irrevocable and unconditional guarantees for these Facilities. In addition, each Borrower will guarantee the obligations under the Facilities of the other Borrowers. Total commitments of $2.0
Fair Value of Debt
Note 7. Supplier Financing Arrangements
The Company has agreements with financial institutions, primarily in the US, that allow 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 these arrangements.
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 arrangements were $264.9 million and $246.0 million at June 30, 2024 and December 31, 2023, 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.
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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 June 30, 2024:
| 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, 2023:
| 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 derivative instruments 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 derivative instruments is valued under a market approach using published prices, where applicable, or dealer quotes.
The carrying values of cash and cash equivalents, short-term investments, accounts receivable, and accounts payable are a reasonable estimate of their fair value due to the short-term nature of these instruments. There have been no transfers between levels of the fair value hierarchy.
On November 2, 2023, the Company acquired 100% of Nuvolo Technologies Corporation. In connection with the acquisition, the Company agreed to two contingent consideration arrangements. The first contingent consideration arrangement, payable up to $90.0 million in cash, is based on the attainment of key revenue targets from November 2, 2023 through April 2025. If the first contingent consideration targets are met, a second contingent consideration arrangement with no maximum earnout is available to the sellers based on revenues in excess of the initial targets attained from a specified customer contract through April 2025.
Each quarter the Company remeasures 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 fair value of the contingent consideration is determined using the Monte Carlo simulation model based on revenue projections during the earnout period, implied revenue volatility and a risk adjusted discount rate.
11
The changes in the fair value of the Company's Level 3 liabilities were as follows:
| In millions | June 30, 2024 | |||||||||||||
| Balance at beginning of period | $ | |||||||||||||
| Change in fair value of contingent consideration | ( | |||||||||||||
| Measurement period adjustment | ( | |||||||||||||
| Balance at end of period | $ | |||||||||||||
The following inputs and assumptions were used in the Monte Carlo simulation model to estimate the fair value of the contingent consideration:
| June 30, 2024 | December 31, 2023 | |||||||||||||
| Discount rate | % | % | ||||||||||||
| Volatility | % | % | ||||||||||||
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.
12
The components of the Company’s net periodic pension benefit cost for the three and six months ended June 30 were as follows:
| Three months ended | Six months ended | ||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| 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 settlement losses | |||||||||||||||||||||||
| Net periodic pension benefit cost after net settlement losses | $ | $ | $ | $ | |||||||||||||||||||
| Amounts recorded in continuing operations: | |||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||||||||
| Other income/(expense), net | |||||||||||||||||||||||
| Amounts recorded in discontinued operations | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The Company made required and discretionary contributions to its defined benefit pension plans of $19.3 million and $29.5 million during the six months ended June 30, 2024 and 2023, respectively. The Company currently projects that it will contribute approximately $59 million to its enterprise plans worldwide in 2024.
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 six months ended June 30 were as follows:
| Three months ended | Six months ended | |||||||||||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
13
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 six months ended June 30, 2024 were as follows:
| In millions | Ordinary shares issued | Ordinary shares held in treasury | |||||||||
| December 31, 2023 | |||||||||||
| Shares issued under incentive plans, net | |||||||||||
| Repurchase of ordinary shares | ( | ||||||||||
| June 30, 2024 | |||||||||||
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). During the six months ended June 30, 2024, the Company repurchased and canceled approximately $624 million of its ordinary shares, leaving $1.9 billion remaining under the 2022 Authorization. Additionally, in July 2024, the Company repurchased approximately $107 million of its ordinary shares under the 2022 Authorization.
Accumulated Other Comprehensive Income (Loss)
The changes in Accumulated other comprehensive income (loss) for the six months ended June 30, 2024 were as follows:
| In millions | Derivative Instruments | Pension and OPEB | Foreign Currency Translation | Total | ||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss) attributable to Trane Technologies plc | ( | ( | ||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
Other comprehensive income (loss) attributable to noncontrolling interests for the six months ended June 30, 2024 included a loss of $1.4 million related to currency translation.
The changes in Accumulated other comprehensive income (loss) for the six months ended June 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 June 30, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Other comprehensive income (loss) attributable to noncontrolling interests for the six months ended June 30, 2023 included a gain of $0.1 million related to currency translation.
14
Note 11. Revenue
Disaggregated Revenue
Net revenues by geography and major type of good or service for the three and six months ended June 30 were as follows:
| Three months ended | Six months ended | ||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| 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 81 % and 82 % of the Company’s revenue for the six months ended June 30, 2024 and 2023.
Contract Balances
The opening and closing balances of contract assets and contract liabilities arising from contracts with customers for the period ended June 30, 2024 and December 31, 2023 were as follows:
| In millions | Location on Condensed Consolidated Balance Sheets | June 30, 2024 | December 31, 2023 | |||||||||||
| Contract assets - current | Other current 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 six months ended June 30, 2024, changes in contract asset and liability balances were not materially impacted by any other factors.
Approximately 19 % and 49 % of the contract liability balance at December 31, 2023 was recognized as revenue during the three and six months ended June 30, 2024, respectively. Additionally, approximately 17 % of the contract liability balance at June 30, 2024 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. 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 six months ended June 30 was as follows:
| Three months ended | Six months ended | ||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Stock options | $ | $ | $ | $ | |||||||||||||||||||
| RSUs | |||||||||||||||||||||||
| Performance shares | |||||||||||||||||||||||
| Deferred compensation | |||||||||||||||||||||||
| Pre-tax expense | |||||||||||||||||||||||
| Tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| After-tax expense | $ | $ | $ | $ | |||||||||||||||||||
Grants issued during the six months ended June 30 were as follows:
| 2024 | 2023 | ||||||||||||||||||||||
| 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. Beginning with the 2024 grant year, for stock options and RSUs granted to retirement eligible employees, the Company recognizes expense over the period during which an employee is required to provide service in exchange for the award, which is generally 12 months. For awards granted to retirement eligible employees prior to 2024, the Company recognized expense for the fair value at the grant date.
The average fair value of the stock options granted is determined using the Black-Scholes option-pricing model. The following assumptions were used during the six months ended June 30:
| 2024 | 2023 | ||||||||||
| 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. Beginning with the 2024 grant year, for PSUs granted to retirement eligible employees, the Company recognizes the expense over the period during which an employee is required to provide service in exchange for the award, which is 12 months. For awards granted to retirement eligible employees prior to 2024, the expense was recognized over the 3-year performance period. The fair value of the market condition is estimated using a Monte Carlo simulation model in a risk-neutral framework based upon historical volatility, risk-free rates and correlation matrix.
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 six months ended June 30 were as follows:
| Three months ended | Six months ended | ||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| 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. Other activity, net includes several items including legacy legal matters, such as activities related to Murray Boiler LLC (Murray). Refer to Note 17, "Commitments and Contingencies," for more information regarding activities related to Murray. During the three and six months ended June 30, 2023, the Company recorded within other activity, net an impairment of an equity investment of $52.2 million.
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 six months ended June 30, 2024 and 2023, the Company’s effective income tax rate was 20.4 % and 21.0 %, respectively. The effective tax rate for the six months ended June 30, 2024 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, and includes the impact of the Organisation for Economic Co-operation and Development (OECD) tax reform initiative (Pillar Two), partially offset by U.S. state and local taxes. The effective tax rate for the six months ended June 30, 2023 was consistent with the U.S. statutory rate of 21.0 % and included U.S. state and local taxes and an impairment of an equity investment, which is currently non-deductible, partially offset by excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate.
Total unrecognized tax benefits for June 30, 2024 and December 31, 2023 were $83.5 million and $84.9 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 income tax rate and tax balances recorded by the Company. In addition, tax authorities periodically review income tax returns filed by the Company and can raise issues regarding its filing positions, timing and amount of income or deductions, and the allocation of income among the jurisdictions in which the Company operates. A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Belgium, Brazil, Canada, China, France, Germany, Ireland, Italy, Luxembourg, Mexico, Singapore, Spain, the Netherlands, the United Kingdom and the United States. These examinations on their own, or any subsequent litigation related to the examinations, may result in additional income taxes or penalties against the Company. If the ultimate result of these audits differ from original or adjusted estimates, they could have a material impact on the Company’s 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.
Note 15. Earnings Per Share (EPS)
Basic EPS is calculated by dividing Net earnings attributable to Trane Technologies plc by the weighted-average number of ordinary shares outstanding for the applicable period. Diluted EPS is calculated after adjusting the denominator of the basic EPS calculation for the effect of all potentially dilutive ordinary shares, which in the Company’s case, includes shares issuable under share-based compensation plans. The following table summarizes the weighted-average number of ordinary shares outstanding for basic and diluted earnings per share calculations for the three and six months ended June 30:
| Three months ended | Six months ended | ||||||||||||||||||||||
| In millions, except per share amounts | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| 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 | $ | $ | $ | $ | |||||||||||||||||||
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Note 16. Business Segment Information
The Company operates under three regional operating segments designed to create deep customer focus and relevance in markets around the world. Intercompany sales between segments are immaterial.
•The Company’s Americas segment innovates for customers in North America and Latin America. The Americas segment encompasses commercial heating, cooling and ventilation systems, building controls and solutions, and energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.
•The Company’s EMEA segment innovates for customers in the Europe, Middle East and Africa region. The EMEA segment encompasses heating, cooling and ventilation systems, services and solutions for commercial buildings, and transport refrigeration systems and solutions.
•The Company’s Asia Pacific segment innovates for customers throughout the Asia Pacific region. The Asia Pacific segment encompasses heating, cooling and ventilation systems, services and solutions for commercial buildings, and transport refrigeration systems and solutions.
Management measures segment operating performance based on net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring, non-cash adjustment for contingent consideration, merger and acquisition-related costs, impairment of an 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, service debt and undertake capital expenditures because it eliminates non-cash charges such as depreciation and amortization expense.
19
A summary of operations by reportable segment for the three and six months ended June 30 was as follows:
| Three months ended | Six months ended | ||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| 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 an equity investment | ( | ( | |||||||||||||||||||||
| Acquisition inventory step-up | ( | ( | |||||||||||||||||||||
| Unallocated corporate expenses | ( | ( | ( | ( | |||||||||||||||||||
| Earnings before income taxes | $ | $ | $ | $ | |||||||||||||||||||
Note 17. Commitments and Contingencies
The Company is involved in various litigation, claims and administrative proceedings, including those related to the bankruptcy proceedings for Aldrich Pump LLC (Aldrich) and Murray 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, indirect wholly-owned subsidiaries of Trane Technologies plc, 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 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 and Murray 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
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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 Title 11 of the United States Code (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 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. 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 a result of the Chapter 11 filings, all asbestos-related lawsuits against Aldrich and Murray have been stayed due to the imposition of a statutory automatic stay applicable in Chapter 11 bankruptcy cases. In addition, at the request of Aldrich and Murray, the Bankruptcy Court has entered an order temporarily staying all asbestos-related claims against the Trane Companies that relate to claims against Aldrich or Murray (except for asbestos-related claims for which the exclusive remedy is provided under workers' compensation statutes or similar laws). On August 23, 2021, the Bankruptcy Court entered its findings of facts and conclusions of law and order declaring that the automatic stay applies to certain asbestos related claims against the Trane Companies and enjoining such actions. As a result, all asbestos-related lawsuits against Aldrich, Murray and the Trane Companies remain stayed.
The goal of these Chapter 11 filings is to resolve equitably and permanently all current and future asbestos-related claims in a manner beneficial to claimants and to Aldrich and Murray through court approval of a plan of reorganization that would create a trust pursuant to section 524(g) of the Bankruptcy Code, establish claims resolution procedures for all current and future asbestos-related claims against Aldrich and Murray and channel such claims to the trust for resolution in accordance with those procedures. Aldrich and Murray intend to seek an agreement with representatives of the asbestos claimants on the terms of a plan for the establishment of such a trust.
Prior to the Petition Date, predecessors of each of Aldrich and Murray had been litigating asbestos-related claims brought against them. No such claims have been paid since the Petition Date, and it is not contemplated that any such claims will be paid until the end of the Chapter 11 cases.
From an accounting perspective, the Company no longer has control over Aldrich and Murray as of the Petition Date as their activities are subject to review and oversight by the Bankruptcy Court. Therefore, Aldrich and its wholly-owned subsidiary 200 Park and Murray and its wholly-owned subsidiary ClimateLabs were deconsolidated as of the Petition Date and their respective assets and liabilities were derecognized from the Company’s Condensed Consolidated Financial Statements. Amounts derecognized in 2020 primarily related to the legacy asbestos-related liabilities and asbestos-related insurance recoveries and $41.7 million of cash.
Upon deconsolidation in 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.
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On August 26, 2021, the Company announced that Aldrich and Murray reached an agreement in principle with the court-appointed legal representative of future asbestos claimants (the FCR) in the bankruptcy proceedings. The agreement in principle includes the key terms for the permanent resolution of all current and future asbestos claims against Aldrich and Murray pursuant to a plan of reorganization (the Plan). Under the agreed terms, the Plan would create a trust pursuant to section 524(g) of the Bankruptcy Code and establish claims resolution procedures for all current and future claims against Aldrich and Murray (Asbestos Claims). On the effective date of the Plan, Aldrich and Murray would fund the trust with $545.0 million, comprised of $540.0 million in cash and a promissory note to be issued by Aldrich and Murray to the trust in the principal amount of $5.0 million, and the Asbestos Claims would be channeled to the trust for resolution in accordance with the claims resolution procedures. Following the effective date of the Plan, Aldrich and Murray would have no further obligations with respect to the Asbestos Claims. The FCR has agreed to support such Plan. The agreement in principle with the FCR is subject to final documentation and is conditioned on arrangements acceptable to Aldrich and Murray with respect to their asbestos insurance assets. It is currently contemplated that the asbestos insurance assets of Aldrich and Murray would be contributed to the trust, and that, in consideration of their cash contribution to the trust, Aldrich and Murray would have the exclusive right to pursue, collect and retain all insurance reimbursements available in connection with the resolution of Asbestos Claims by the trust. The committee representing current asbestos claimants (the ACC) is not a party to the agreement in principle. Any settlement and its implementation in a plan of reorganization is subject to the approval of the Bankruptcy Court, and there can be no assurance that the Bankruptcy Court will approve the agreement on the terms proposed.
On September 24, 2021, Aldrich and Murray filed the Plan with the Bankruptcy Court. The Plan is supported by, and reflects the agreement in principle reached with the FCR. On the same date, in connection with the Plan, Aldrich and Murray filed a motion with the Bankruptcy Court to create a $270.0 million trust intended to constitute a "qualified settlement fund" within the meaning of the Treasury Regulations under Section 468B of the Internal Revenue Code (QSF). The funds held in the QSF would be available to provide funding for the Section 524(g) Trust upon effectiveness of the Plan.
During the year ended December 31, 2021, in connection with the agreement in principle reached by Aldrich and Murray with the FCR and the motion to create a $270.0 million QSF, the Company recorded a charge of $21.2 million to increase its Funding Agreement liability to $270.0 million. The corresponding charge was bifurcated between Other income / (expense), net of $7.2 million relating to Murray and discontinued operations of $14.0 million relating to Aldrich.
On January 27, 2022, the Bankruptcy Court granted the request to fund the QSF, which was funded on March 2, 2022, resulting in an operating cash outflow of $270.0 million 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 three months ended March 31, 2022. On April 18, 2022, the Bankruptcy Court entered an order granting Aldrich and Murray's request to seek to estimate their aggregate liability for all current and future asbestos-related personal injury claims. Aldrich and Murray are pursuing discovery and related matters in connection with the estimation proceedings.
On October 18, 2021, the ACC filed a motion seeking standing to pursue and investigate on behalf of the bankruptcy estates of Aldrich and Murray, claims arising from or related to the 2020 Corporate Restructuring. Also on October 18, 2021, the ACC filed a complaint seeking to substantively consolidate the bankruptcy estates of Aldrich and Murray with certain of the Company's subsidiaries. On December 20, 2021, Aldrich, Murray and certain of the Company's subsidiaries filed motions to dismiss the ACC's substantive consolidation complaint. On April 14, 2022, the Bankruptcy Court granted the ACC's standing motion and denied the motions to dismiss the substantive consolidation complaint. On June 18, 2022, the ACC filed complaints against the Company and other related parties asserting various claims and causes of action arising from or related to the 2020 Corporate Restructuring. The Company is vigorously opposing and defending against these claims.
On April 6, 2023, certain individual claimants filed a motion to dismiss the Chapter 11 cases. 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. On December 28, 2023, the Bankruptcy Court entered an order denying the motions to dismiss the Chapter 11 cases. On January 11, 2024, the ACC and the individual claimants filed motions seeking leave to appeal the order denying the motions to dismiss (the Motions for Leave to Appeal) to the United States District Court for the Western District of North Carolina (the District Court) and to certify the appeals directly to the Court of Appeals for the Fourth Circuit (the Fourth Circuit). At a hearing on February 9, 2024, the Bankruptcy Court granted the motions to certify direct appeals to the Fourth Circuit. On April 17, 2024, the Fourth Circuit entered an order denying the petitions for direct appeal. On May 1, 2024, the ACC and the individual claimants filed petitions with the Fourth Circuit seeking rehearing en banc. Aldrich and Murray opposed the petitions and the Fourth Circuit denied the petitions by order dated May 15, 2024. On May 28, 2024, Aldrich and Murray filed their response in opposition to the Motions for Leave to Appeal. The FCR filed its response to the Motions for Leave to Appeal on May 29, 2024. The ACC and the individual claimants filed their replies in support of the Motions for Leave to Appeal on June 11, 2024. It is not possible to predict whether an appellate court will affirm or reverse the Bankruptcy Court
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order denying the motions to dismiss, 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 July 31, 2024.
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 remediate identified environmental concerns. As to the latter, the Company is currently engaged in site investigations and remediation activities to address environmental cleanup from past operations at current and former manufacturing facilities.
It is the Company’s policy to establish environmental reserves for investigation and remediation activities when it is probable that a liability has been incurred and a reasonable estimate of the liability can be made. Estimated liabilities are determined based upon existing remediation laws and technologies. Inherent uncertainties exist in such evaluations due to unknown environmental conditions, changes in government laws and regulations, and changes in cleanup technologies. The environmental reserves are updated on a routine basis as remediation efforts progress and new information becomes available.
The Company is sometimes a party to environmental lawsuits and claims and has received notices of potential violations of environmental laws and regulations from the Environmental Protection Agency and similar state and international authorities. 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 term. As of June 30, 2024 and December 31, 2023, the Company has recorded reserves for environmental matters of $47.0 million and $47.5 million, respectively. Of these amounts, $38.8 million and $38.9 million, respectively, relate to investigation and remediation of properties and multi-waste disposal sites related to businesses formerly owned by the Company.
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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 six months ended June 30 were as follows:
| In millions | 2024 | ||||
| Balance at beginning of period | $ | ||||
| Reductions for payments | ( | ||||
| Accruals for warranties issued during the current period | |||||
| Changes to accruals related to preexisting warranties | ( | ||||
Currency 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 June 30, 2024 and December 31, 2023 was $168.9 million and $157.6 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 six months ended June 30 were as follows:
| In millions | 2024 | ||||
| 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 | |||||
Currency 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 June 30, 2024 and December 31, 2023 was $131.6 million and $123.8 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, 2023, 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 and first in our industry whose net-zero targets have also been validated. Our emissions reduction commitments align with the Paris Climate Accord net-zero targets, consistent with limiting global temperature rise to no more than 1.5 °C. Our 2030 Sustainability Commitments for scopes 1, 2, and 3 will guide our emissions reduction efforts through 2030, with an emphasis on reducing our largest source: the emissions generated from customer use of our products. 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.
Issuance of Senior Notes
In June 2024, we issued $500 million aggregate principal amount of 5.100% Senior Notes due 2034. Together with cash on hand, the net proceeds from the offering will be used to repay at maturity the $500 million aggregate principal amount of the outstanding 3.550% Senior Notes due in November 2024, including payment of fees, expenses, and accrued interest in connection therewith, and any remaining proceeds for general corporate purposes.
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.
The goal of these Chapter 11 filings is to resolve equitably and permanently all current and future asbestos-related claims in a manner beneficial to claimants, Aldrich and Murray through court approval of a plan of reorganization that would create a trust pursuant to section 524(g) of the Bankruptcy Code, establish claims resolution procedures for all current and future asbestos-related claims against Aldrich and Murray and channel such claims to the trust for resolution in accordance with those procedures.
Aldrich and its wholly-owned subsidiary 200 Park and Murray and its wholly-owned subsidiary ClimateLabs were deconsolidated as of the Petition Date and their respective assets and liabilities were derecognized from our Condensed Consolidated Financial Statements.
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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. On December 28, 2023, the Bankruptcy Court entered an order denying the motions to dismiss the Chapter 11 cases. On January 11, 2024, the ACC and the individual claimants filed motions seeking leave to appeal the order denying the motions to dismiss (the Motions for Leave to Appeal) to the United States District Court for the Western District of North Carolina (the District Court) and to certify the appeals directly to the Court of Appeals for the Fourth Circuit (the Fourth Circuit). At a hearing on February 9, 2024, the Bankruptcy Court granted the motions to certify direct appeals to the Fourth Circuit. On April 17, 2024, the Fourth Circuit entered an order denying the petitions for direct appeal. On May 1, 2024, the ACC and the individual claimants filed petitions with the Fourth Circuit seeking rehearing en banc. Aldrich and Murray opposed the petitions and the Fourth Circuit denied the petitions by order dated May 15, 2024. On May 28, 2024, Aldrich and Murray filed their response in opposition to the Motions for Leave to Appeal. The FCR filed its response to the Motions for Leave to Appeal on May 29, 2024. The ACC and the individual claimants filed their replies in support of the Motions for Leave to Appeal on June 11, 2024. It is not possible to predict whether an appellate court will affirm or reverse the Bankruptcy Court order denying the motions to dismiss, 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 July 31, 2024.
See also the discussion in Note 17, "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 geopolitical and social factors wherever we operate or do business. Our geographic diversity and the breadth of our products and services portfolios have helped mitigate the impact of any one industry or the economy of any single country on our consolidated operating results.
Given our broad range of products manufactured and geographic markets served, management uses a variety of factors to predict the outlook for the Company. We monitor key competitors and customers in order to gauge relative performance and the outlook for the future. We regularly perform detailed evaluations of the different market segments we serve to proactively detect trends and to adapt our strategies accordingly, including potential triggers and actions to be taken under recessionary scenarios. In addition, we believe our backlog and order levels are indicative of future revenue and thus are a key measure of anticipated performance.
We expect conditions to remain mixed across our served end markets and geographies. Overall Commercial HVAC markets remain strong due to demand for our differentiated customer driven solutions and the benefits of installing energy efficient products and decarbonizing the built environment. Transport refrigeration markets are experiencing lower demand as freight rates remain low, particularly in the United States. Residential markets in the United States have improved, reflecting the normalization of channel inventory across the industry and a strong start to the cooling season, while uncertainties remain from economic risks and higher interest rates.
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 risks and macroeconomic events could cause disruptions to operations, supply chains, end markets, financial markets and overall economic conditions which could negatively impact our business.
We believe we have a solid foundation of global brands that are highly differentiated in all of our major product lines. Our geographic mix, diversity of our portfolio, and our large installed product base, provide growth opportunities from replacement demand and within our service revenue streams. Additionally, we are investing substantial resources to innovate and develop new products and services which we expect to drive future growth.
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Results of Operations
Non-GAAP Financial Measures
Organic Revenue
We define organic revenue as net revenues adjusted to eliminate currency fluctuations and the impact of acquisitions and divestitures. Organic revenue is not defined under U.S. Generally Accepted Accounting Principles (GAAP) and may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for revenue as determined in accordance with GAAP. Selected references are made to revenue growth on an organic basis so that certain financial results can be viewed without the impact of fluctuations in foreign currency rates and without the impacts of acquisitions, thereby providing comparisons of operational performance from period to period of the business that we have owned during both periods presented. We believe organic revenue growth provides investors with useful supplemental information about our revenues in both periods presented.
Segment Adjusted EBITDA
Management measures segment operating performance based on net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring, non-cash adjustment for contingent consideration, merger and acquisition-related costs, impairment of an 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. 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, service debt and undertake capital expenditures because it eliminates non-cash charges such as depreciation and amortization expense.
Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023 - Consolidated Results
| Dollar amounts in millions | 2024 | 2023 | Period Change | 2024 % of revenues | 2023 % of revenues | ||||||||||||||||||||||||
| Net revenues | $ | 5,307.4 | $ | 4,704.7 | $ | 602.7 | |||||||||||||||||||||||
| Cost of goods sold | (3,371.9) | (3,120.3) | (251.6) | 63.5 | % | 66.3 | % | ||||||||||||||||||||||
| Gross profit | 1,935.5 | 1,584.4 | 351.1 | 36.5 | % | 33.7 | % | ||||||||||||||||||||||
| Selling and administrative expenses | (901.3) | (699.0) | (202.3) | 17.0 | % | 14.9 | % | ||||||||||||||||||||||
| Operating income | 1,034.2 | 885.4 | 148.8 | 19.5 | % | 18.8 | % | ||||||||||||||||||||||
| Interest expense | (57.5) | (61.6) | 4.1 | ||||||||||||||||||||||||||
| Other income/(expense), net | (4.1) | (57.4) | 53.3 | ||||||||||||||||||||||||||
| Earnings before income taxes | 972.6 | 766.4 | 206.2 | ||||||||||||||||||||||||||
| Provision for income taxes | (205.8) | (169.6) | (36.2) | ||||||||||||||||||||||||||
| Earnings from continuing operations | 766.8 | 596.8 | 170.0 | ||||||||||||||||||||||||||
| Discontinued operations, net of tax | (6.9) | (6.1) | (0.8) | ||||||||||||||||||||||||||
| Net earnings | $ | 759.9 | $ | 590.7 | $ | 169.2 | |||||||||||||||||||||||
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Net Revenues
Net revenues for the three months ended June 30, 2024 increased by 12.8%, or $602.7 million, compared with the same period in 2023, which resulted from the following:
| Volume | 10.7 | % | |||
| Pricing | 2.1 | % | |||
Organic revenue (1) | 12.8 | % | |||
| Acquisitions | 0.8 | % | |||
| Currency translation | (0.8) | % | |||
| Total | 12.8 | % | |||
(1) Represents a non-GAAP measure. For more information, see "Non-GAAP Financial Measures."
The increase in Net revenues was primarily driven by higher volumes as a result of stronger end-customer demand within our Americas and EMEA segments, realization of price increases and incremental revenue from acquisitions, partially offset by an unfavorable impact from foreign currency translation. Refer to the "Results by Segment" below for a discussion of Net revenues by segment.
Gross Profit Margin
Gross profit margin for the three months ended June 30, 2024 increased 280 basis points to 36.5% compared to 33.7% for the same period of 2023 primarily due to gross productivity and price realization, partially offset by inflation.
Selling and Administrative Expenses
Selling and administrative expenses for the three months ended June 30, 2024 increased by 28.9%, or $202.3 million compared with the same period of 2023. The increase in Selling and administrative expenses was primarily driven by an increase in human capital costs related to investing in our people, higher sales commissions, incremental selling and administrative expenses of businesses acquired in 2023 and higher levels of business reinvestment. Additionally, a non-cash adjustment to contingent consideration reduced Selling and administrative expenses for the three months ended June 30, 2023 by $52.0 million. Selling and administrative expenses as a percentage of Net revenues for the three months ended June 30, 2024 increased 210 basis points from 14.9% to 17.0%.
Interest Expense
Interest expense for the three months ended June 30, 2024 decreased by 6.7%, or $4.1 million, compared with the same period of 2023 primarily due to lower average balances of commercial paper outstanding in the second quarter of 2024. We had no commercial paper outstanding as of June 30, 2024.
Provision for Income Taxes
For the three months ended June 30, 2024 and June 30, 2023 our effective tax rate was 21.2% and 22.1%, respectively. The effective income tax rate for the three months ended June 30, 2024 was consistent with the U.S. statutory rate of 21.0% primarily due to U.S. state and local taxes, partially offset by excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which, in aggregate have a lower effective tax rate and includes the impact of the Organisation for Economic Co-operation and Development (OECD) tax reform initiative (Pillar Two). The effective tax rate for the three months ended June 30, 2023 was higher than the U.S. statutory rate of 21.0% primarily due to U.S. state and local taxes and an impairment of an equity investment, which is currently non-deductible, partially offset by excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate.
Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023 - Segment Results
We operate under three regional operating segments designed to create deep customer focus and relevance in markets around the world. Intercompany sales between segments are immaterial.
•Our Americas segment innovates for customers in North America and Latin America. The Americas segment encompasses commercial heating, cooling and ventilation systems, building controls and solutions, and energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.
•Our EMEA segment innovates for customers in the Europe, Middle East and Africa region. The EMEA segment encompasses heating, cooling and ventilation systems, services and solutions for commercial buildings, and transport refrigeration systems and solutions.
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•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.
The following discussion compares our results for each of our three reportable segments for the three months ended June 30, 2024 compared to the three months ended June 30, 2023.
| In millions | 2024 | 2023 | % change | ||||||||||||||
| Americas | |||||||||||||||||
| Net revenues | $ | 4,290.9 | $ | 3,692.5 | 16.2 | % | |||||||||||
| Segment Adjusted EBITDA | 978.2 | 791.3 | 23.6 | % | |||||||||||||
| Segment Adjusted EBITDA margin | 22.8 | % | 21.4 | % | |||||||||||||
| EMEA | |||||||||||||||||
| Net revenues | $ | 645.3 | $ | 617.6 | 4.5 | % | |||||||||||
| Segment Adjusted EBITDA | 131.0 | 117.8 | 11.2 | % | |||||||||||||
| Segment Adjusted EBITDA margin | 20.3 | % | 19.1 | % | |||||||||||||
| Asia Pacific | |||||||||||||||||
| Net revenues | $ | 371.2 | $ | 394.6 | (5.9) | % | |||||||||||
| Segment Adjusted EBITDA | 94.8 | 86.6 | 9.5 | % | |||||||||||||
| Segment Adjusted EBITDA margin | 25.5 | % | 21.9 | % | |||||||||||||
| Total Net revenues | $ | 5,307.4 | $ | 4,704.7 | 12.8 | % | |||||||||||
| Total Segment Adjusted EBITDA | 1,204.0 | 995.7 | 20.9 | % | |||||||||||||
| Total Segment Adjusted EBITDA margin | 22.7 | % | 21.2 | % | |||||||||||||
Americas
Net revenues for the three months ended June 30, 2024 increased by 16.2% or $598.4 million, compared with the same period of 2023.
The components of the period change were as follows:
| Volume | 13.5 | % | |||
| Pricing | 2.3 | % | |||
Organic revenue (1) | 15.8 | % | |||
| Acquisitions | 0.7 | % | |||
| Currency translation | (0.3) | % | |||
| Total | 16.2 | % | |||
The increase in organic revenue was primarily driven by higher volumes led by strong demand within both our Commercial HVAC and Residential HVAC businesses and realization of price increases for both equipment and services within our Commercial HVAC business, partially offset by the softening of transport markets.
The increase in revenue from acquisitions includes MTA S.p.A (MTA) and Helmer Scientific Inc (Helmer) acquired in May 2023 and Nuvolo Technologies Corporation (Nuvolo) acquired in November 2023.
Segment Adjusted EBITDA margin for the three months ended June 30, 2024 increased by 140 basis points to 22.8% compared to 21.4% for the same period in 2023 primarily due to price realization, gross productivity and higher volumes, partially offset by inflation and continued business reinvestment.
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EMEA
Net revenues for the three months ended June 30, 2024 increased by 4.5% or $27.7 million, compared with the same period of 2023.
The components of the period change were as follows:
| Volume | 3.5 | % | |||
| Pricing | 1.4 | % | |||
Organic revenue (1) | 4.9 | % | |||
| Acquisitions | 1.4 | % | |||
| Currency translation | (1.8) | % | |||
| Total | 4.5 | % | |||
(1) Represents a non-GAAP measure. For more information, see "Non-GAAP Financial Measures."
The increase in organic revenue was primarily driven by higher volumes within our Commercial HVAC business and realization of price increases within both our Commercial HVAC and transport refrigeration businesses, partially offset by lower demand in our transport markets.
Segment Adjusted EBITDA margin for the three months ended June 30, 2024 increased by 120 basis points to 20.3% compared to 19.1% for the same period of 2023, primarily due to favorable productivity, volume and price, partially offset by inflation and continued business reinvestment.
Asia Pacific
Net revenues for the three months ended June 30, 2024 decreased by 5.9% or $23.4 million, compared with the same period of 2023.
The components of the period change were as follows:
| Volume | (4.3) | % | |||
| Pricing | 1.6 | % | |||
Organic revenue (1) | (2.7) | % | |||
| Currency translation | (3.2) | % | |||
| Total | (5.9) | % | |||
(1) Represents a non-GAAP measure. For more information, see "Non-GAAP Financial Measures."
The decrease in organic revenue was primarily driven by lower volumes, partially offset by realization of price increases within our Commercial HVAC business.
Segment Adjusted EBITDA margin for the three months ended June 30, 2024 increased by 360 basis points to 25.5% compared to 21.9% for the same period of 2023 primarily due to gross productivity and price realization, partially offset by inflation and continued business reinvestment.
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Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023 - Consolidated Results
| Dollar amounts in millions | 2024 | 2023 | Period Change | 2024 % of revenues | 2023 % of revenues | ||||||||||||||||||||||||
| Net revenues | $ | 9,523.0 | $ | 8,370.6 | $ | 1,152.4 | |||||||||||||||||||||||
| Cost of goods sold | (6,127.6) | (5,642.7) | (484.9) | 64.4 | % | 67.4 | % | ||||||||||||||||||||||
| Gross profit | 3,395.4 | 2,727.9 | 667.5 | 35.6 | % | 32.6 | % | ||||||||||||||||||||||
| Selling and administrative expenses | (1,727.4) | (1,385.7) | (341.7) | 18.1 | % | 16.6 | % | ||||||||||||||||||||||
| Operating income | 1,668.0 | 1,342.2 | 325.8 | 17.5 | % | 16.0 | % | ||||||||||||||||||||||
| Interest expense | (115.5) | (119.2) | 3.7 | ||||||||||||||||||||||||||
| Other income/(expense), net | (29.2) | (66.8) | 37.6 | ||||||||||||||||||||||||||
| Earnings before income taxes | 1,523.3 | 1,156.2 | 367.1 | ||||||||||||||||||||||||||
| Provision for income taxes | (311.3) | (242.8) | (68.5) | ||||||||||||||||||||||||||
| Earnings from continuing operations | 1,212.0 | 913.4 | 298.6 | ||||||||||||||||||||||||||
| Discontinued operations, net of tax | (12.3) | (11.6) | (0.7) | ||||||||||||||||||||||||||
| Net earnings | $ | 1,199.7 | $ | 901.8 | $ | 297.9 | |||||||||||||||||||||||
Net Revenues
Net revenues for the six months ended June 30, 2024 increased by 13.8%, or $1,152.4 million, compared with the same period in 2023, which resulted from the following:
| Volume | 10.7 | % | |||
| Pricing | 2.5 | % | |||
Organic revenue (1) | 13.2 | % | |||
| Acquisitions | 1.3 | % | |||
| Currency translation | (0.7) | % | |||
| Total | 13.8 | % | |||
(1) Represents a non-GAAP measure. For more information, see "Non-GAAP Financial Measures."
The increase in Net revenues was primarily driven by higher volumes related to increased end-customer demand within our reportable segments, realization of price increases and incremental revenue 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 six months ended June 30, 2024 increased 300 basis points to 35.6% compared to 32.6% for the same period of 2023 primarily due to gross productivity and price realization, partially offset by inflation.
Selling and Administrative Expenses
Selling and administrative expenses for the six months ended June 30, 2024 increased by 24.7%, or $341.7 million, compared with the same period of 2023. The increase in Selling and administrative expenses was primarily driven by an increase in human capital costs related to investing in our people, higher sales commissions, incremental selling and administrative expenses of businesses acquired in 2023 and higher levels of business reinvestment. Additionally, a non-cash adjustment to contingent consideration reduced Selling and administrative expenses for the six months ended June 30, 2023 by $49.3 million. Selling and administrative expenses as a percentage of Net revenues for the six months ended June 30, 2024 increased 150 basis points from 16.6% to 18.1%.
Interest Expense
Interest expense for the six months ended June 30, 2024 decreased by 3.1%, or $3.7 million, compared with the same period of 2023 primarily due to lower average balances of commercial paper outstanding in the first half of 2024. We had no commercial paper outstanding as of June 30, 2024.
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Provision for Income Taxes
For the six months ended June 30, 2024 and June 30, 2023 our effective tax rate was 20.4% and 21.0%, respectively. The effective income tax rate for the six months ended June 30, 2024 was lower than the U.S. statutory rate of 21.0% primarily due to excess tax benefits from employee share-based payments, which, in aggregate have a lower effective tax rate, and includes the impact of the Organisation for Economic Co-operation and Development (OECD) tax reform initiative (Pillar Two), partially offset by U.S. state and local taxes. The effective tax rate for the six months ended June 30, 2023 was consistent with the U.S. statutory rate of 21.0% and included U.S. state and local taxes and an impairment of an equity investment, which is currently non-deductible, partially offset by excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate.
Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023- Segment Results
The following discussion compares our results for each of our three reportable segments for the six months ended June 30, 2024, compared to the six months ended June 30, 2023.
| In millions | 2024 | 2023 | % change | ||||||||||||||
| Americas | |||||||||||||||||
| Net revenues | $ | 7,625.8 | $ | 6,553.5 | 16.4 | % | |||||||||||
| Segment Adjusted EBITDA | 1,583.0 | 1,247.1 | 26.9 | % | |||||||||||||
| Segment Adjusted EBITDA as a percentage of net revenues | 20.8 | % | 19.0 | % | |||||||||||||
| EMEA | |||||||||||||||||
| Net revenues | $ | 1,198.7 | $ | 1,128.2 | 6.2 | % | |||||||||||
| Segment Adjusted EBITDA | 230.4 | 212.2 | 8.6 | % | |||||||||||||
| Segment Adjusted EBITDA as a percentage of net revenues | 19.2 | % | 18.8 | % | |||||||||||||
| Asia Pacific | |||||||||||||||||
| Net revenues | $ | 698.5 | $ | 688.9 | 1.4 | % | |||||||||||
| Segment Adjusted EBITDA | 165.7 | 143.9 | 15.1 | % | |||||||||||||
| Segment Adjusted EBITDA as a percentage of net revenues | 23.7 | % | 20.9 | % | |||||||||||||
| Total net revenues | $ | 9,523.0 | $ | 8,370.6 | 13.8 | % | |||||||||||
| Total Segment Adjusted EBITDA | 1,979.1 | 1,603.2 | 23.4 | % | |||||||||||||
| Total Segment Adjusted EBITDA margin | 20.8 | % | 19.2 | % | |||||||||||||
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Americas
Net revenues for the six months ended June 30, 2024 increased by 16.4% or $1,072.3 million, compared with the same period of 2023.
The components of the period change were as follows:
| Volume | 12.7 | % | |||
| Pricing | 2.9 | % | |||
Organic revenue (1) | 15.6 | % | |||
| Acquisitions | 1.2 | % | |||
| Currency translation | (0.4) | % | |||
| Total | 16.4 | % | |||
(1) Represents a non-GAAP measure. For more information, see "Non-GAAP Financial Measures."
The increase in organic revenue was primarily driven by higher volumes led by strong demand within both our Commercial HVAC and Residential HVAC businesses and realization of price increases for both equipment and services within our Commercial HVAC business, partially offset by the softening of transport markets.
The increase in revenue from acquisitions includes MTA S.p.A (MTA) and Helmer Scientific Inc (Helmer) acquired in May 2023 and Nuvolo Technologies Corporation (Nuvolo) acquired in November 2023.
Segment Adjusted EBITDA margin for the six months ended June 30, 2024 increased by 180 basis points to 20.8% compared to 19.0% for the same period of 2023 primarily due to price realization, gross productivity and higher volumes, partially offset by inflation and continued business reinvestment.
EMEA
Net revenues for the six months ended June 30, 2024 increased by 6.2% or $70.5 million, compared with the same period of 2023.
The components of the period change were as follows:
| Volume | 3.3 | % | |||
| Pricing | 1.1 | % | |||
Organic revenue (1) | 4.4 | % | |||
| Acquisitions | 2.6 | % | |||
| Currency translation | (0.8) | % | |||
| Total | 6.2 | % | |||
(1) Represents a non-GAAP measure. For more information, see "Non-GAAP Financial Measures."
The increase in organic revenue was primarily driven by strong customer demand within our Commercial HVAC business and realization of price increases within both our Commercial HVAC and transport refrigeration businesses.
Segment Adjusted EBITDA margin for the six months ended June 30, 2024 increased by 40 basis points to 19.2% compared to 18.8% for the same period of 2023 primarily due to favorable productivity, volume and price, partially offset by inflation, continued business reinvestment and loss from a devaluation of the Egyptian pound.
Asia Pacific
Net revenues for the six months ended June 30, 2024 increased by 1.4% or $9.6 million, compared with the same period of 2023.
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The components of the period change were as follows:
| Volume | 3.8 | % | |||
| Pricing | 1.4 | % | |||
Organic revenue (1) | 5.2 | % | |||
| Currency translation | (3.8) | % | |||
| Total | 1.4 | % | |||
(1) Represents a non-GAAP measure. For more information, see "Non-GAAP Financial Measures."
The increase in organic revenue was primarily driven by increased customer demand and realization of price increases within our Commercial HVAC business.
Segment Adjusted EBITDA margin for the six months ended June 30, 2024 increased by 280 basis points to 23.7% compared to 20.9% for the same period of 2023 primarily due to gross productivity, higher volumes and price realization, partially offset by inflation and continued business reinvestment.
Liquidity and Capital Resources
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. In doing so, we review and analyze our current cash on hand, the number of days our sales are outstanding, inventory turns, capital expenditure commitments and income tax payments. Our cash requirements primarily consist of the following:
•Funding of working capital
•Debt service requirements
•Funding of capital expenditures
•Dividend payments
•Funding of acquisitions, joint ventures and equity investments
•Share repurchases
Our primary sources of liquidity include cash balances on hand, cash flow from operations, short-term investments, 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 June 30, 2024.
As of June 30, 2024, we had $874.6 million of cash and cash equivalents on hand, of which $668.1 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. As a result of the Tax Cuts and Jobs Act in 2017, additional repatriation opportunities to access cash and cash equivalents held by non-U.S. subsidiaries have been created. In general, repatriation of cash to the U.S. can be completed with no significant incremental U.S. tax. However, to the extent that we repatriate funds from non-U.S. subsidiaries for which we assert permanent reinvestment to fund our U.S. operations, we would be required to accrue and pay applicable non-U.S. taxes. As of June 30, 2024, 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 58%, from $0.53 to $0.84 per ordinary share, or $2.12 to $3.36 per share annualized. The first and second quarter 2024 dividends were declared and paid during the six months ended June 30, 2024, and the third quarter 2024 dividend was declared in June 2024 to be paid in September 2024.
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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 six months ended June 30, 2024, we repurchased and canceled approximately $624 million of our ordinary shares, leaving $1.9 billion remaining under the 2022 Authorization. Additionally, in July 2024, we repurchased approximately $107 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. In addition, we make investments in technology and business for our operational sustainability programs.
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 have 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. We believe that our existing cash balances, anticipated cash flow from operations, committed credit lines and access to the capital markets will be sufficient to fund share repurchases, dividends, research and development, sustaining activities, business portfolio changes and ongoing restructuring actions.
Certain of our subsidiaries entered into Funding Agreements with Aldrich and Murray pursuant to which those subsidiaries are obligated, among other things, to pay the costs and expenses of Aldrich and Murray during the pendency of the Chapter 11 cases to the extent distributions from their respective subsidiaries are insufficient to do so and to provide an amount for the funding for a trust established pursuant to section 524(g) of the Bankruptcy Code, to the extent that the other assets of Aldrich and Murray are insufficient to provide the requisite trust funding. During the third quarter of 2021, Aldrich and Murray filed a motion with the Bankruptcy Court to create a $270 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.
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Liquidity
The following table contains several key measures of our financial condition and liquidity at the period ended:
| In millions | June 30, 2024 | December 31, 2023 | |||||||||
| Cash and cash equivalents | $ | 874.6 | $ | 1,095.3 | |||||||
| Short-term investments | 451.2 | — | |||||||||
| Short-term borrowings and current maturities of long-term debt | 952.0 | 801.9 | |||||||||
| Long-term debt | 4,316.2 | 3,977.9 | |||||||||
| Total debt | 5,268.2 | 4,779.8 | |||||||||
| Total Trane Technologies plc shareholders’ equity | 6,947.3 | 6,995.2 | |||||||||
| Total equity | 6,967.6 | 7,017.0 | |||||||||
| Debt-to-total capital ratio | 43.1 | % | 40.5 | % | |||||||
Debt and Credit Facilities
As of June 30, 2024, our short-term obligations primarily consist of current maturities of $499.8 million and $149.7 million of long-term debt that matures in November 2024 and June 2025, respectively, and $295.0 million of fixed rate debentures that contain a put feature that the holders may exercise on each anniversary of the issuance date. If exercised, we are obligated to repay in whole or in part, at the holder’s option, the outstanding principal amount (plus accrued and unpaid interest) of the debentures held by the holder. Holders who had the option to exercise puts up to $37.2 million for settlement in February 2024 did not exercise such option. In the months of September and October 2024, in accordance with notice requirements as specified in the offering documents, holders will have the option to elect to exercise puts up to $257.8 million for settlement in November 2024. 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 outstanding balance under the commercial paper program at June 30, 2024 and December 31, 2023. 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 2025 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 June 30, 2024 and December 31, 2023. 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 six months ended June 30. For additional details, see the Condensed Consolidated Statements of Cash Flows in the Condensed Consolidated Financial Statements.
| In millions | 2024 | 2023 | |||||||||
| Net cash provided by (used in) continuing operating activities | $ | 958.6 | $ | 548.1 | |||||||
| Net cash provided by (used in) continuing investing activities | (626.6) | (647.0) | |||||||||
| Net cash provided by (used in) continuing financing activities | (504.3) | (436.4) | |||||||||
Operating Activities
Net cash provided by continuing operating activities for the six months ended June 30, 2024 was $958.6 million, of which Net earnings provided $1,457.5 million after adjusting for non-cash transactions. Net cash provided by continuing operating activities for the six months ended June 30, 2023 was $548.1 million, of which Net earnings provided $1,143.1 million after adjusting for non-cash transactions. The year-over-year increase in net cash from continuing operating activities was primarily due to higher net earnings and an improved cash conversion cycle.
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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, funding of joint ventures and other equity investments and purchases and sales of short-term investments. During the six months ended June 30, 2024, net cash used in investing activities from continuing operations was $626.6 million. The primary driver of the usage was attributable to purchases of short-term investments of $450.0 million as a result of the issuance of 5.100% Senior Notes due 2034 and capital expenditures of $156.7 million. During the six months ended June 30, 2023, net cash used in investing activities from continuing operations was $647.0 million. The primary driver of the usage was attributable to the acquisition of businesses for $506.2 million, net of cash acquired and capital expenditures of $134.0 million.
Financing Activities
Cash flows from financing activities represent inflows and outflows that account for external activities affecting equity and debt. Primary activities associated with these actions include paying dividends to shareholders, repurchasing our own shares, issuing our stock and debt transactions. During the six months ended June 30, 2024, net cash used in financing activities from continuing operations was $504.3 million. The primary drivers of the outflow related to the repurchase of $624.4 million in ordinary shares and dividends paid to ordinary shareholders of $379.4 million, partially offset by proceeds from the issuance of 5.100% Senior Notes due 2034 during the period of $498.5 million, which were used to purchase short-term investments of $450.0 million. During the six months ended June 30, 2023, net cash used in financing activities from continuing operations was $436.4 million. The primary drivers of the outflow related to dividends paid to ordinary shareholders of $341.4 million and the repurchase of $300.0 million in ordinary shares, partially offset by borrowings from commercial paper during the period. 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 $707.5 million of Senior Notes due June 2023.
Free Cash Flow
Free cash flow is a non-GAAP measure and defined as Net cash provided by (used in) continuing operating activities adjusted for capital expenditures, cash payments for restructuring, legacy legal liability, transformation costs and merger and acquisition (M&A) related costs. 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 six months ended June 30 is as follows:
| In millions | 2024 | 2023 | |||||||||
| Net cash provided by continuing operating activities | $ | 958.6 | $ | 548.1 | |||||||
| Capital expenditures | (156.7) | (134.0) | |||||||||
| Cash payments for restructuring | 5.9 | 4.8 | |||||||||
| Legacy legal liability | 1.7 | — | |||||||||
| Transformation costs paid | — | 1.2 | |||||||||
| M&A transaction costs | 0.6 | 6.8 | |||||||||
Free cash flow (1) | $ | 810.1 | $ | 426.9 | |||||||
(1) Represents a non-GAAP measure.
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 to increase fixed income assets as the plan's funded status improves. We monitor plan funded status and asset allocation regularly in addition to investment manager performance.
In addition, we monitor the impact of market conditions on our defined benefit plans on a regular basis. None of our defined benefit pension plans have experienced a significant impact on their liquidity due to market volatility. The Company currently projects that it will contribute a total of approximately $59 million to our enterprise plans worldwide in 2024. For further details on pension plan activity, see Note 9, "Pensions and Postretirement Benefits Other than Pensions," to the Condensed Consolidated Financial Statements.
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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 June 30, 2024:
| Parent, issuer or guarantors | Notes issued | Notes guaranteed | ||||||
| Trane Technologies plc (Plc) | None | All registered notes and debentures | ||||||
| Trane Technologies Irish Holdings Unlimited Company (TT Holdings) | None | All notes issued by TTFL and TTC HoldCo | ||||||
Trane Technologies Lux International Holding Company S.à.r.l. (TT International) | None | All notes issued by TTFL and TTC HoldCo | ||||||
Trane Technologies Global Holding II Company (TT Global II) | None | All notes issued by TTFL and TTC HoldCo | ||||||
Trane Technologies Americas Holding Corporation (TT Americas) | 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 5.100% Senior Notes due 2034 4.650% Senior Notes due 2044 4.500% Senior Notes due 2049 | All notes and debentures issued by TTC HoldCo and TTC | ||||||
| Trane Technologies HoldCo Inc. (TTC HoldCo) | 3.750% Senior Notes due 2028 5.750% Senior Notes due 2043 4.300% Senior Notes due 2048 | All notes issued by TTFL | ||||||
| Trane Technologies Company LLC (TTC) | 7.200% Debentures due 2024-2025 6.480% Debentures due 2025 Puttable debentures due 2027-2028 | All notes issued by TTFL and TTC HoldCo | ||||||
Each subsidiary debt issuer and guarantor is owned 100% directly or indirectly by the Parent Company. Each guarantee is full and unconditional, and provided on a joint and several basis. There are no significant restrictions of the Parent Company, or any guarantor, to obtain funds from its subsidiaries, such as provisions in debt agreements that prohibit dividend payments, loans or advances to the parent by a subsidiary. The following tables present summarized financial information for the Parent Company and subsidiary debt issuers and guarantors on a combined basis (together, "obligor group") after elimination of intercompany transactions and balances based on the Company’s legal entity ownerships and guarantees outstanding at June 30, 2024. Our obligor groups as of June 30, 2024 were as follows: Obligor group 1 consists of Plc, TT Holdings, TT International, TT Global II, TT Americas, TTFL, TTC HoldCo and TTC; Obligor group 2 consists of Plc, TTFL and TTC.
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Summarized Statements of Earnings
| Six months ended June 30, 2024 | |||||||||||
| In millions | Obligor group 1 | Obligor group 2 | |||||||||
| Net revenues | $ | — | $ | — | |||||||
| Gross profit (loss) | — | — | |||||||||
| Intercompany interest and fees | 4.0 | 301.9 | |||||||||
| Earnings (loss) from continuing operations | (200.8) | 47.2 | |||||||||
| Discontinued operations, net of tax | (10.2) | (10.4) | |||||||||
| Net earnings (loss) | (211.0) | 36.8 | |||||||||
| Less: Net earnings attributable to noncontrolling interests | — | — | |||||||||
| Net earnings (loss) attributable to Trane Technologies plc | $ | (211.0) | $ | 36.8 | |||||||
Summarized Balance Sheets
| June 30, 2024 | |||||||||||
| In millions | Obligor group 1 | Obligor group 2 | |||||||||
| ASSETS | |||||||||||
| Intercompany receivables | $ | 282.8 | $ | 4,210.5 | |||||||
| Current assets | 722.9 | 4,618.6 | |||||||||
| Intercompany notes receivable | 500.0 | 5,650.0 | |||||||||
| Noncurrent assets | 1,213.0 | 6,246.4 | |||||||||
| LIABILITIES | |||||||||||
| Intercompany payables | 4,980.8 | 3,010.2 | |||||||||
| Current liabilities | 6,579.6 | 4,573.7 | |||||||||
| Intercompany notes payable | 4,000.0 | 4,000.0 | |||||||||
| Noncurrent liabilities | 8,970.3 | 7,608.1 | |||||||||
| December 31, 2023 | |||||||||||
| In millions | Obligor group 1 | Obligor group 2 | |||||||||
| ASSETS | |||||||||||
| Intercompany receivables | $ | 1,517.3 | $ | 3,302.6 | |||||||
| Current assets | 1,609.1 | 3,378.3 | |||||||||
| Intercompany notes receivable | 1,837.1 | 7,687.1 | |||||||||
| Noncurrent assets | 2,522.3 | 8,263.6 | |||||||||
| LIABILITIES | |||||||||||
| Intercompany payables | 4,693.4 | 1,611.6 | |||||||||
| Current liabilities | 5,979.0 | 2,856.4 | |||||||||
| Intercompany notes payable | 4,000.0 | 4,000.0 | |||||||||
| Noncurrent liabilities | 8,561.8 | 7,201.0 | |||||||||
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, 2023.
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 17, "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 judgment in making estimates and assumptions based on the relevant information available at the end of each period. These estimates and assumptions have a significant effect on reported amounts of assets and liabilities, revenue and expenses, as well as the disclosure of contingent assets and liabilities because they result primarily from the need to make estimates and assumptions on matters that are inherently uncertain. Actual results may differ from these estimates. If updated information or actual amounts are different from previous estimates, the revisions are included in our results for the period in which they become known.
Management believes there have been no significant changes during the six months ended June 30, 2024, 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, 2023.
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; any statements regarding our sustainability and Environmental, Social, and Governance (ESG) commitments; any statements regarding pending litigation 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, price instability, slow economic growth and social and political instability;
•commodity and raw material shortages, supply chain risks and price increases;
•national and international conflict, including war, civil disturbances, terrorist acts, and other geopolitical hostilities and tensions;
•trade protection measures such as import or export restrictions and requirements, the imposition of tariffs and quotas or revocation or material modification of trade agreements;
•competitive factors in the markets in which we compete;
•the development, commercialization and acceptance of new and enhanced products and services;
•attracting and retaining talent;
•work stoppages, union negotiations, labor disputes and similar issues;
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•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 asbestos-related bankruptcy 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;
•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;
•changes in tax laws and requirements (including tax rate changes, new tax laws, new and/or revised tax law interpretations and any legislation that may limit or eliminate potential tax benefits resulting from our incorporation in a non-U.S. jurisdiction, such as Ireland); and
•impacts of global health crises, epidemics, pandemics, or other contagious outbreaks on our business operations, financial results and financial position and on the world economy.
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, 2023. 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, 2023.
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 June 30, 2024, 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 second quarter of 2024 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 17, "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, 2023. 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, 2023.
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 second quarter of 2024:
| Period | Total number of shares purchased (000's) (a) (b) | Average price paid per share (a) (b) | Total number of shares purchased as part of program (000's) (a) | Approximate dollar value of shares still available to be purchased under the program ($000's) (a) | ||||||||||||||||||||||
| April 1 - April 30 | 439.0 | $ | 297.56 | 438.6 | $ | 2,099,773 | ||||||||||||||||||||
| May 1 - May 31 | 310.3 | 327.68 | 310.1 | 1,998,161 | ||||||||||||||||||||||
| June 1 - June 30 | 284.3 | 327.97 | 280.3 | 1,906,225 | ||||||||||||||||||||||
| Total | 1,033.6 | $ | 314.96 | 1,029.0 | ||||||||||||||||||||||
(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 June 30, 2024, we repurchased approximately $324 million of our ordinary shares, consistent with our capital allocation strategy, leaving $1.9 billion remaining under the 2022 Authorization as of June 30, 2024.
(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 415 shares in April, 144 shares in May, and 3,977 shares in June 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 second quarter of 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans:
Name and Title | Action | Date of Action | Scheduled Expiration Date(1) | Aggregate Number of Securities to be Purchased or Sold(2) | ||||||||||||||||||||||
| 6/6/2025 | Sale of up to | |||||||||||||||||||||||||
| 2/7/2025 | Sale of | |||||||||||||||||||||||||
(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 | |||||||||||||||
| 1.1 | Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 001-34400) filed on June 13, 2024. | ||||||||||||||||
| 4.1 | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-34400) filed on June 13, 2024. | ||||||||||||||||
| 4.2 | Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-34400) filed on June 13, 2024. | ||||||||||||||||
| 4.3 | Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-34400) filed on June 13, 2024. | ||||||||||||||||
| 22.1 | Filed herewith. | ||||||||||||||||
| 31.1 | Filed herewith. | ||||||||||||||||
| 31.2 | Filed herewith. | ||||||||||||||||
| 32 | Furnished herewith. | ||||||||||||||||
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| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, 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: | July 31, 2024 | /s/ Christopher J. Kuehn | ||||||
| Christopher J. Kuehn, Executive Vice President and Chief Financial Officer Principal Financial Officer | ||||||||
| Date: | July 31, 2024 | /s/ Elizabeth Elwell | ||||||
Elizabeth Elwell, Vice President and Chief Accounting Officer Principal Accounting Officer | ||||||||
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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 March 31, 2024:
| Parent, issuer or guarantors | Notes issued | Notes guaranteed | ||||||
| Trane Technologies plc (Plc) | None | All registered notes and debentures | ||||||
| Trane Technologies Irish Holdings Unlimited Company (TT Holdings) | None | All notes issued by TTFL and TTC HoldCo | ||||||
| Trane Technologies Lux International Holding Company S.à.r.l. (TT International) | None | All notes issued by TTFL and TTC HoldCo | ||||||
Trane Technologies Global Holding II Company (TT Global II) | None | All notes issued by TTFL and TTC HoldCo | ||||||
Trane Technologies Americas Holding Corporation (TT Americas) | 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 2024-2025 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 six months ended June 30, 2024;
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: | July 31, 2024 | /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 six months ended June 30, 2024;
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: | July 31, 2024 | /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 six months ended June 30, 2024 (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 | ||
| July 31, 2024 | ||
/s/ CHRISTOPHER J. KUEHN | ||
| Christopher J. Kuehn | ||
| Principal Financial Officer | ||
| July 31, 2024 | ||