Trane Technologies plc
For the period ended Jun 4, 2026. Filed Apr 23, 2026.
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Jun 4, 2026 · Filed Apr 23, 2026
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Contents
Appendix A
| For the year ended December 31, 2025 | For the year ended December 31, 2024 | |
|---|---|---|
| Total Company | ||
| Adjusted EBITDA | $4,276.0 | $3,846.3 |
| Less: items to reconcile adjusted EBITDA to net earnings attributable to Trane Technologies plc | ||
| Depreciation and Amortization | (376.3) | (379.4) |
| Interest expense | (226.7) | (238.4) |
| Provision for income taxes | (705.9) | (627.6) |
| Restructuring | (31.2) | (5.1) |
| M&A transaction costs | (7.2) | (4.2) |
| Non-cash adjustments for contingent consideration | 61.2 | 25.0 |
| Non-cash settlement charge related to the transfer of a pension liability to an insurance company | (17.2) | — |
| Legacy legal liability | — | (2.4) |
| Discontinued operations, net of tax | (37.0) | (24.7) |
| Net earnings from continuing operations attributable to noncontrolling interests | (17.1) | (21.6) |
| Net earnings attributable to Trane Technologies plc | $2,918.6 | $2,567.9 |
| 2026 Proxy Statement | 81 |
|---|
| For the year ended December 31, 2025 | For the year ended December 31, 2024 | |
|---|---|---|
| Net revenue growth | 7.5% | 12.2% |
| Exclude growth from acquisitions | (0.8)% | (1.0)% |
| Exclude unfavorable impact from currency translation | (0.5)% | 0.5% |
| Organic revenue growth | 6.2% | 11.7% |
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| For the year ended December 31, 2025 · For the year ended December 31, 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As Reported · Adjustments · As Adjusted · As Reported · Adjustments · As Adjusted | ||||||||||||
| Net revenues | $21,321.9 | $— | $21,321.9 | $19,838.2 | $— | $19,838.2 | ||||||
| Operating income | 3,967.4 | (22.8) (a,c,d) | 3,944.6 | 3,500.1 | (13.3) (a,b,c,d) | 3,486.8 | ||||||
| Operating margin | 18.6% | 18.5% | 17.6% | 17.6% | ||||||||
| Earnings from continuing operations before income taxes | 3,678.6 | (5.6) (a,c,d,e) | 3,673.0 | 3,241.8 | (13.3) (a,b,c,d) | 3,228.5 | ||||||
| Provision for income taxes | (705.9) | (13.9) (g) | (719.8) | (627.6) | (16.8) (f,g) | (644.4) | ||||||
| Tax rate | 19.2% | 19.6% | 19.4% | 20.0% | ||||||||
| Earnings from continuing operations attributable to Trane Technologies plc | $2,955.6 | $ (19.5) (h) | $2,936.1 | $2,592.6 | $ (30.1) (h) | $2,562.5 | ||||||
| Diluted earnings per common share continuing operations | $13.14 | $(0.08) | $13.06 | $11.35 | $(0.13) | $11.22 | ||||||
| Diluted weighted average number of common shares outstanding | 224.9 | — | 224.9 | 228.4 | — | 228.4 | ||||||
| Detail of Adjustments: | ||||||||||||
| (a) Restructuring costs (COGS & SG&A) | $31.2 | $5.1 | ||||||||||
| (b) Legacy legal liability (SG&A) | — | 2.4 | ||||||||||
| (c) M&A transaction costs (SG&A) | 7.2 | 4.2 | ||||||||||
| (d) Non-cash adjustments for contingent consideration (SG&A) | (61.2) | (25.0) | ||||||||||
| (e) Non-cash settlement charge related to the transfer of a pension liability to an insurance company | 17.2 | — | ||||||||||
| (f) U.S. discrete tax benefit | — | (12.9) | ||||||||||
| (g) Tax impact of adjustments (a,b,c,e) | (13.9) | (3.9) | ||||||||||
| (h) Impact of adjustments on earnings from continuing operations attributable to Trane Technologies plc | $(19.5) | $(30.1) | ||||||||||
| Pre-tax impact of adjustments on cost of goods sold | $7.5 | $(1.0) | ||||||||||
| Pre-tax impact of adjustments on selling & administrative expenses | (30.3) | (12.3) | ||||||||||
| Pre-tax impact of adjustments on operating income | (22.8) | (13.3) | ||||||||||
| Pre-tax impact of adjustments on other, net | 17.2 | — | ||||||||||
| Pre-tax impact of adjustments on earnings from continuing operations | $(5.6) | $(13.3) | ||||||||||
| 2026 Proxy Statement | 83 |
|---|
| For the year ended December 31, 2025 | For the year ended December 31, 2024 | |
|---|---|---|
| Cash flow provided by continuing operating activities | $3,220.4 | $3,177.7 |
| Capital expenditures | (383.0) | (370.6) |
| Cash payments for restructuring | 22.5 | 8.6 |
| Legacy legal liability | 0.6 | 2.7 |
| M&A transaction costs | 6.2 | 1.7 |
| Proceeds from sale of corporate asset | 20.6 | — |
| Adjustment for Outperformance Incentive Program* | — | (31.1) |
| Free cash flow | $2,887.3 | $2,789.0 |
- 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 135.33% for the 2023-2025 period, which ranked at the 88th percentile of the companies in the S&P 500 Industrials Index.
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