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Trane Technologies plc

For the period ended Dec 31, 2024. Filed Apr 24, 2025.

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Dec 31, 2024 · Filed Apr 24, 2025

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TT$401.76+2.4%Stored close · as of Nov 6, 2026
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Contents

Appendix A

For the year ended December 31, 2024For the year ended December 31, 2023
Total Company
Adjusted EBITDA$3,846.3$3,184.4
Less: items to reconcile adjusted EBITDA to net earnings attributable to Trane Technologies plc
Depreciation and Amortization (1)(379.4)(336.0)
Interest expense(238.4)(234.5)
Provision for income taxes(627.6)(498.4)
Restructuring(5.1)(15.1)
Transformation Costs—(4.7)
M&A transaction costs(4.2)(15.4)
Non-cash adjustments for contingent consideration25.049.3
Acquisition inventory step-up and backlog amortization—(18.5)
Insurance settlements on property claims—10.0
Impairment of equity investment—(52.2)
Legacy legal liability(2.4)—
Discontinued operations, net of tax(24.7)(27.2)
Net earnings from continuing operations attributable to noncontrolling interests(21.6)(17.8)
Net earnings attributable to Trane Technologies plc$2,567.9$2,023.9

(1)Depreciation and amortization in 2023 excludes acquisition backlog amortization of $12.1 million which has been included in the acquisition inventory step-up and backlog amortization line.

84

For the year ended December 31, 2024For the year ended December 31, 2023
Net revenue growth12.2%10.5%
Exclude growth from acquisitions(1.0)%(2.1)%
Exclude unfavorable impact from currency translation0.5%0.3%
Organic revenue growth11.7%8.7%
2025 Proxy Statement85
For the year ended December 31, 2024 · For the year ended December 31, 2023
As Reported · Adjustments · As Adjusted · As Reported · Adjustments · As Adjusted
Net revenues$19,838.2$—$19,838.2$17,677.6$—$17,677.6
Operating income3,500.1(13.3)(a,b,c,d)3,486.82,894.0(5.6)(a,c,d,f,g,h)2,888.4
Operating margin17.6%17.6%16.4%16.3%
Earnings from continuing operations before income taxes3,241.8(13.3)(a,b,c,d)3,228.52,567.346.6(a,c,d,f,g,h,i)2,613.9
Provision for income taxes(627.6)(16.8) (e,k)(644.4)(498.4)(13.1) (j,k)(511.5)
Tax rate19.4%20.0%19.4%19.6%
Earnings from continuing operations attributable to Trane Technologies plc$2,592.6$(30.1) (l)$2,562.5$2,051.1$33.5 (l)$2,084.6
Diluted earnings per common share continuing operations$11.35$(0.13)$11.22$8.89$0.15$9.04
Diluted weighted average number of common shares outstanding228.4—228.4230.7—230.7
Detail of Adjustments:
(a) Restructuring costs (COGS & SG&A)$5.1$15.1
(b) Legacy legal liability (SG&A)2.4—
(c) M&A transaction costs (SG&A)4.215.4
(d) Non-cash adjustments for contingent consideration (SG&A)(25.0)(49.3)
(e) U.S. discrete tax benefit(12.9)—
(f) Insurance settlement on property claim (COGS)—(10.0)
(g) Transformation costs (SG&A)—4.7
(h) Acquisition inventory step-up and backlog amortization (COGS & SG&A)—18.5
(i) Impairment of equity investment (OIOE)—52.2
(j) International discrete non-cash tax benefit—(14.9)
(k) Tax impact of adjustments (a,b,c,d,f,g,h)(3.9)1.8
(l) Impact of adjustments on earnings from continuing operations attributable to Trane Technologies plc$(30.1)$33.5
Pre-tax impact of adjustments on cost of goods sold$(1.0)$9.6
Pre-tax impact of adjustments on selling & administrative expenses(12.3)(15.2)
Pre-tax impact of adjustments on operating income(13.3)(5.6)
Pre-tax impact of adjustments on other, net—52.2
Pre-tax impact of adjustments on earnings from continuing operations$(13.3)$46.6

86

For the year ended December 31, 2024For the year ended December 31, 2023
Cash flow provided by continuing operating activities$3,177.7$2,426.8
Capital expenditures(370.6)(300.7)
Cash payments for restructuring8.612.3
Legacy legal liability2.7—
Transformation costs paid—3.9
M&A transaction costs1.718.9
Insurance settlements on property claims—(10.0)
Adjustment for Outperformance Incentive Program*(31.1)—
Free cash flow$2,789.0$2,151.2
  • The Company implemented a special three-year Outperformance Incentive Program during the year ended December 31, 2024 that provides additional incentive-based cash compensation to eligible participants based primarily on the achievement of outsized revenue performance beyond what is achievable under the Company’s existing short-term incentive programs. Performance is measured over three annual periods representing the years ended December 31, 2024, 2025 and 2026. Cash payments related to performance achieved will be made in the quarter ended March 31, 2027. This adjustment represents amounts earned in the respective performance period that will be paid during the quarter ended March 31, 2027.

For purposes of our compensation programs, Cash Flow Return on Invested Capital (“CROIC”) is measured by dividing Free Cash Flow by gross fixed assets (Property, Plant & Equipment) plus Working Capital (Accounts and Notes Receivable plus Inventory less Accounts and Notes Payable). CROIC is subject to adjustments for unusual or infrequent items; the impact of any change in accounting principles; and gains or charges associated with discontinued operations or through the acquisition or divestiture of a business.

For purposes of our compensation programs, Total Shareholder Return (“TSR”) is measured as the total stock price appreciation plus dividends earned during the three years of the performance cycle. To account for stock price volatility, a 30-day average stock price at the beginning and ending periods is used. TSR was 101.96% for the 2022-2024 period, which ranked at the 84th percentile of the companies in the S&P 500 Industrials Index.

2025 Proxy Statement87
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