Trane Technologies plc

Previous wording

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 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. 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 April 30, 2024.

Current wording

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 rehearingen 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.

Previous wording

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 product and services portfolios have helped mitigate the impact of any one industry or the economy of any single country on our consolidated operating results.

Current wording

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.

Previous wording

Given our broad range of products manufactured and geographic markets served, management uses a variety of factors to predict the outlook for the Company. We monitor key competitors and customers in order to gauge relative performance and the outlook for the future. We regularly perform detailed evaluations of the different market segments we are serving to proactively detect trends and to adapt our strategies accordingly, including potential 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.

Current wording

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.

Previous wording

We expect market conditions to remain mixed across our end markets and geographies where we serve customers. Overall Commercial HVAC markets remain strong due to demand for our differentiated customer driven solutions and the benefits of installing energy efficient products and decarbonizing the built environment, aided by supportive policies and regulations especially in the United States and Europe. Transport refrigeration markets are experiencing lower demand as customers adjust to lower freight rates. Residential markets continue to reflect uncertainty from the normalization of channel inventory across the industry, inflationary and economic risks and higher interest rates.

Current wording

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.

Previous wording

We believe we have a solid foundation of global brands that are highly differentiated in all of our major product lines. Our geographic mix and the diversity of our portfolio, coupled with our large installed product base, provides growth opportunities from replacement demand and within our service revenue streams. In addition, we are investing substantial resources to innovate and develop new products and services which we expect will drive future growth.

Current wording

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.

Previous wording

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 generally accepted accounting principles in the United States of America (GAAP) and may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for 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.

Current wording

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.

Previous wording

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, 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.

Current wording

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.

Previous wording

Net revenuesfor the three months ended March 31, 2024 increased by 15.0%, or $549.7 million, compared with the same period in 2023, which resulted from the following:

Current wording

Net revenuesfor 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:

Previous wording

The increase in Net revenues was primarily driven by higher volumes as a result of 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.

Current wording

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.

Previous wording

Selling and administrative expensesfor the three months ended March 31, 2024 increased by 20.3%, or $139.4 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, merger and acquisition related costs, including additional headcount and amortization of intangibles, and higher levels of business reinvestment. Selling and administrative expenses as a percentage of Net revenues for the three months ended March 31, 2024 increased 90 basis points from 18.7% to 19.6%.

Current wording

Selling and administrative expensesfor 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%.

Previous wording

For the three months ended March 31, 2024 and March 31, 2023 our effective tax rate was 19.2% and 18.8%, respectively. The effective income tax rate for the three months ended March 31, 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, including the impacts of Pillar Two, in aggregate have a lower effective tax rate, partially offset by U.S. state and local taxes. The effective tax rate for the three months ended March 31, 2023 was lower than the U.S. statutory rate of 21.0% primarily due to excess tax benefits from employee share-based payments and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate, partially offset by U.S. state and local taxes.

Current wording

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.

Previous wording

The increase inorganic revenue was primarily driven by higher volumes led by strong demand and realization of price increases for both equipment and services within our Commercial HVAC business, partially offset by the softening of transport markets.

Current wording

The increase inorganic 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.

Previous wording

The increase in revenue from acquisitions includes MTA S.p.A (MTA) and Helmer Scientific Inc (Helmer) which were acquired in May 2023, and Nuvolo Technologies Corporation (Nuvolo) which was acquired in November 2023. Together these acquisitions increased Net revenues in our Americas segment by 1.7% compared to the corresponding prior-year period.

Current wording

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.

Previous wording

Segment Adjusted EBITDA margin for the three months ended March 31, 2024 increased by 220 basis points to 18.1% compared to 15.9% for the same period in 2023 primarily due to price realization, gross productivity and higher volumes, partially offset by inflation and continued business reinvestment.

Current wording

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.

Previous wording

The increase inorganic revenuewas primarily driven by higher volumes related to end-customer demand and the realization of price increases for both equipment and services within our Commercial HVAC business.

Current wording

The increase inorganic revenuewas primarily driven by increased customer demand and realization of price increases within our Commercial HVAC business.

Previous wording

Segment Adjusted EBITDA margin for the three months ended March 31, 2024 decreased by 50 basis points to 18.0% compared to 18.5% for the same period of 2023, primarily due to inflation, the devaluation of the Egyptian pound and continued business reinvestment, partially offset by gross productivity, higher volumes and price realization.

Current wording

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.

Previous wording

Our primary sources of liquidity include cash balances on hand, cash flow from operations, proceeds from debt offerings, commercial paper, and borrowing availability under our existing credit facilities. We earn a significant amount of our operating income in jurisdictions where it is deemed to be permanently reinvested. Our most prominent jurisdiction of operation is the U.S. We expect existing cash and cash equivalents available to the U.S. operations, the cash generated by our U.S. operations, our committed credit lines as well as our expected ability to access the capital and debt markets will be sufficient to fund our U.S. operating and capital needs for at least the next twelve months and thereafter for the foreseeable future. In addition, we expect existing non-U.S. cash and cash equivalents and the cash generated by our non-U.S. operations will be sufficient to fund our non-U.S. operating and capital needs for at least the next twelve months and thereafter for the foreseeable future. The maximum aggregate amount of unsecured commercial paper notes available to be issued, on a private placement basis, under the commercial paper program is $2.0 billion, of which we had $100.0 million outstanding as of March 31, 2024.

Current wording

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.

Previous wording

As of March 31, 2024, we had $849.9 million of cash and cash equivalents on hand, of which $674.0 million was held by non-U.S. subsidiaries. Cash and cash equivalents held by our non-U.S. subsidiaries are generally available for use in our U.S. operations via intercompany loans, equity infusions or via distributions from direct or indirectly owned non-U.S. subsidiaries for which we do not assert permanent reinvestment. 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 March 31, 2024, we currently have no plans to repatriate funds from subsidiaries for which we assert permanent reinvestment.

Current wording

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.

Previous wording

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 quarter 2024 dividend was declared and paid during the three months ended March 31, 2024.

Current wording

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.

Previous wording

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 March 31, 2024, we repurchased and canceled approximately $300 million of our ordinary shares, leaving $2.2 billion remaining under the 2022 Authorization. Additionally, in April 2024, we repurchased approximately $131 million of our ordinary shares under the 2022 Authorization.

Current wording

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.

Previous wording

In pursuing our business strategy, we routinely conduct discussions, evaluate targets and enter into agreements regarding possible acquisitions, divestitures, joint ventures and equity investments. Since 2020, we acquired several businesses, entered into joint ventures and invested in companies that complement existing products and services further enhancing our product portfolio.

Current wording

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.

Previous wording

As of March 31, 2024, our short-term obligations primarily consist of current maturities of $499.6 million of long-term debt that matures in November 2024 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 $100.0 million of commercial paper outstanding at March 31, 2024. We had no outstanding balance under the commercial paper program as of 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.

Current wording

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.

Previous wording

The following table reflects the major categories of cash flows for the three months ended March 31. For additional details, see the Condensed Consolidated Statements of Cash Flows in the Condensed Consolidated Financial Statements.

Current wording

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.

Previous wording

Net cash provided by continuing operating activities for the three months ended March 31, 2024 was $254.4 million, of which Net earnings provided $584.0 million after adjusting for non-cash transactions. Net cash provided by continuing operating activities for the three months ended March 31, 2023 was $16.8 million, of which Net earnings provided $431.2 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.

Current wording

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.

Previous wording

Cash flows from investing activities represent inflows and outflows regarding the purchase and sale of assets. Primary activities associated with these items include capital expenditures, proceeds from the sale of property, plant and equipment, acquisitions, investments in joint ventures and divestitures. During the three months ended March 31, 2024, net cash used in investing activities from continuing operations was $81.7 million. The primary driver of the usage was attributable to capital expenditures of $83.8 million, partially offset by cash provided by other investing activities. During the three months ended March 31, 2023, net cash used in investing activities from continuing operations was $91.0 million. The primary driver of the usage was attributable to capital expenditures of $77.1 million.

Current wording

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.

Previous wording

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 three months ended March 31, 2024, net cash used in financing activities from continuing operations was $386.7 million. The primary drivers of the outflow related to the repurchase of $300.3 million in ordinary shares and dividends paid to ordinary shareholders of $189.5 million, partially offset by borrowings from commercial paper, net of interest, during the period of $99.9 million. During the three months ended March 31, 2023, net cash used in financing activities from continuing operations was $459.2 million. The primary drivers of the outflow related to the repurchase of $300.0 million in ordinary shares and dividends paid to ordinary shareholders of $170.3 million. In addition, we received $699.1 million in proceeds from the issuance of 5.250% senior notes due March 2033 which was offset by the redemption of $700.0 million of senior notes due June 2023.

Current wording

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.

Previous wording

A reconciliation of Net cash provided by (used in) continuing operating activities to free cash flow for the three months ended March 31 is as follows:

Current wording

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:

Previous wording

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 $61 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.

Current wording

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.

Previous wording

Management believes there have been no significant changes during the three months ended March 31, 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.

Current wording

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.

Previous wording

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 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.

Current wording

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.

Previous wording

•impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets; and

Current wording

•impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets;

Previous wording

•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).

Current wording

•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