Trane Technologies plc

Previous wording

On February 17, 2026, we acquired Stellar Energy Americas, Inc., a leading provider of turnkey data center cooling solutions. The results of this acquisition are reported within the Americas segment as of the date of acquisition. Additionally, during the first quarter of 2026, we completed several other acquisitions. We acquired all remaining interest in LiquidStack, a provider of advanced liquid cooling solutions for data centers, in which the Company previously held a minority interest, that is reported within the Americas segment as of the date of acquisition. We also acquired two Transport refrigeration distributors that are reported in the Americas and EMEA segments, as applicable, as of their respective dates of acquisition. We also acquired a 49% interest in Kieback&Peter, a provider of building automation hardware, software and solutions across the building lifecycle and energy management. Our minority interest is reported as an equity method investment within the EMEA segment.

Current wording

On February 17, 2026, we acquired Stellar Energy Americas, Inc., a leading provider of turnkey data center cooling solutions. The results of this acquisition are reported within the Americas segment as of the date of acquisition. Additionally, during the first half of 2026, we completed several other acquisitions. We acquired all remaining interest in LiquidStack, a provider of advanced liquid cooling solutions for data centers, in which the Company previously held a minority interest, that is reported within the Americas segment as of the date of acquisition. We acquired several Transport refrigeration distributors that are reported within the Americas and EMEA segments, as applicable, as of their respective dates of acquisition. We also acquired an exclusive sales channel for Trane products reported in the EMEA segment as of the date of acquisition. We also acquired a 49% interest in Kieback&Peter, a provider of building automation hardware, software and solutions across the building lifecycle and energy management. Our minority interest is reported as an equity method investment within the EMEA segment.

Previous wording

Conditions remain mixed across our served end markets and geographies. Overall Commercial HVAC markets in Americas and Europe remain strong due to demand for our differentiated customer driven solutions and the benefits of installing energy efficient products and decarbonizing the built environment. In Asia, markets remain dynamic, with weak macro-economic conditions driving soft demand in China balanced by strong demand in the rest of Asia. Transport refrigeration markets continue to experience weaker demand. Residential markets continue to be weak following the regulatory refrigerant transition and softer consumer demand in 2025, while uncertainties remain from economic risks and higher interest rates.

Current wording

Conditions remain mixed across our served end markets and geographies. Overall Commercial HVAC markets in Americas and Europe remain strong due to demand for our differentiated customer driven solutions and the benefits of installing energy efficient products and decarbonizing the built environment. In Asia, markets remain dynamic, with weak macro-economic conditions driving soft demand in China balanced by strong demand in the rest of Asia. Transport refrigeration markets continue to experience weaker demand. Residential markets in the United States are improving, while uncertainties remain from economic risks and higher interest rates.

Previous wording

Our performance may be impacted by future developments that are uncertain. Geopolitical risks and macroeconomic developments, including changes in global trade policies, tariffs and the conflict in the Middle East could cause disruptions to operations, supply chains, end markets, financial markets and overall economic conditions which could negatively impact our business.

Current wording

Our performance may be impacted by future developments that are uncertain. Geopolitical risks and macroeconomic developments, including changes in global trade policies, tariffs and the ongoing conflict in the Middle East could cause disruptions to operations, supply chains, end markets, financial markets and overall economic conditions which could negatively impact our business.

Previous wording

Net revenuesfor the three months ended March 31, 2026 increased by 6.0%, or $280.9 million, compared with the same period in 2025, which resulted from the following:

Current wording

Net revenuesfor the three months ended June 30, 2026 increased by 10.6%, or $607.1 million, compared with the same period in 2025, which resulted from the following:

Previous wording

The increase in Net revenues was primarily driven by higher volumes as a result of stronger end-customer demand within our Americas and Asia Pacific segments, realization of price increases, incremental revenue from acquisitions, and a favorable 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 Asia segments, realization of price increases, incremental revenue from acquisitions, and a favorable impact from foreign currency translation. Refer to the "Results by Segment" below for a discussion of Net revenues by segment.

Previous wording

Gross profit margin for the three months ended March 31, 2026 decreased 100 basis points to 34.8% compared to 35.8% for the same period of 2025 primarily due to inflation, partially offset by productivity and price realization.

Current wording

Gross profit margin for the three months ended June 30, 2026 decreased 200 basis points to 35.6% compared to 37.6% for the same period of 2025 primarily due to inflation and investments, partially offset by productivity and price realization.

Previous wording

For the three months ended March 31, 2026 and March 31, 2025 our effective tax rate was 18.5% and 17.9%, respectively. The effective tax rate for the three months ended March 31, 2026 was higher than the Irish statutory rate of 12.5% primarily due to earnings that in the aggregate have a higher statutory tax rate, U.S. federal, state and local income taxes, partially offset by excess tax benefits from employee share-based payments. The effective tax rate for the three months ended March 31, 2025 was higher than the Irish statutory rate of 12.5% primarily due to earnings that in the aggregate have a higher statutory tax rate, U.S. federal, state and local income taxes, partially offset by excess tax benefits from employee share-based payments and a non-taxable adjustment for contingent consideration.

Current wording

For the three months ended June 30, 2026 and June 30, 2025 our effective tax rate was 18.8% and 19.8%, respectively. The effective tax rate for the three months ended June 30, 2026 was higher than the Irish statutory rate of 12.5% primarily due to earnings that in the aggregate have a higher statutory tax rate, U.S. federal, state and local income taxes, partially offset by excess tax benefits from employee share-based payments, and U.S. federal research and development tax credits. The effective tax rate for the three months ended June 30, 2025 was higher than the Irish statutory rate of 12.5% primarily due to earnings that in the aggregate have a higher statutory tax rate, U.S. federal, state and local income taxes, partially offset by excess tax benefits from employee share-based payments and a non-taxable adjustment for contingent consideration.

Previous wording

The increase inorganic revenue was primarily driven by higher volumes led by strong demand within our Commercial HVAC business and realization of price increases.

Current wording

The increase inorganic revenue was primarily driven by higher volumes led by strong demand within our Commercial HVAC and Residential businesses and realization of price increases.

Previous wording

The decrease inorganic revenue was primarily driven by lower volumes within our Transport refrigeration business, and from the conflict in the Middle East, partially offset by higher volumes within our Commercial HVAC business.

Current wording

The decrease inorganic revenue was primarily driven by lower volumes within our Transport refrigeration business and from the conflict in the Middle East, partially offset by higher volumes within our Commercial HVAC business in Europe.

Previous wording

Selling and administrative expensesfor the three months ended March 31, 2026 increased by 10.9%, or $93.4 million, compared with the same period of 2025. The increase was primarily driven by a non-cash adjustment in prior year of $61.2 million related to contingent consideration. The remaining increase was due to human capital costs related to investing in our people, higher sales commissions, incremental selling and administrative expenses of acquired businesses and higher levels of business reinvestment. Selling and administrative expenses as a percentage of Net revenues for the three months ended March 31, 2026 increased 90 basis points from 18.3% to 19.2%. Excluding the effect of the contingent consideration adjustment, Selling and administrative expenses were 19.6% of Net revenuesfor the three months ended March 31, 2025.

Current wording

Selling and administrative expensesfor the six months ended June 30, 2026 increased by 7.1%, or $132.4 million, compared with the same period of 2025. The increase was primarily driven by a non-cash adjustment in prior year of $61.2 million related to contingent consideration. The remaining increase was due to human capital costs related to investing in our people, higher sales commissions, incremental selling and administrative expenses of acquired businesses and higher levels of business reinvestment. Selling and administrative expenses as a percentage of Net revenues for the six months ended June 30, 2026 decreased 30 basis points from 17.8% to 17.5%. Excluding the effect of the contingent consideration adjustment, Selling and administrative expenses were 18.4% of Net revenuesfor the six months ended June 30, 2025.

Previous wording

Segment Adjusted EBITDA margin for the three months ended March 31, 2026 decreased by 260 basis points to 13.5% compared to 16.1% for the same period of 2025, primarily due to integration costs related to acquisitions, continued business reinvestment, inflation and lower volumes, partially offset by productivity and pricing.

Current wording

Segment Adjusted EBITDA margin for the six months ended June 30, 2026 decreased by 320 basis points to 14.1% compared to 17.3% for the same period of 2025, primarily due to inflation, integration costs related to acquisitions, continued business reinvestment and lower volumes, partially offset by pricing.

Previous wording

Segment Adjusted EBITDA margin for the three months ended March 31, 2026 increased by 120 basis points to 23.7% compared to 22.5% for the same period of 2025 primarily due to gross productivity, partially offset by inflation and continued business reinvestment.

Current wording

Segment Adjusted EBITDA margin for the six months ended June 30, 2026 decreased by 30 basis points to 22.7% compared to 23.0% for the same period of 2025 primarily due to inflation and continued business reinvestment, partially offset by gross productivity.

Previous wording

Our primary sources of liquidity include cash balances on hand, cash flows 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. As of March 31, 2026, we had $400.0 million of commercial paper outstanding used for the repayment of $400.0 million of 3.500% Senior Notes which matured in March 2026.

Current wording

Our primary sources of liquidity include cash balances on hand, cash flows 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. As of June 30, 2026, we had $400.0 million of commercial paper outstanding.

Previous wording

As of March 31, 2026, we had $1,074.2 million of cash and cash equivalents on hand, of which $789.9 million was held by non-U.S. subsidiaries. Cash and cash equivalents held by our non-U.S. subsidiaries are generally available for use in our U.S. operations via intercompany loans, equity infusions or via distributions from direct or indirectly owned non-U.S. subsidiaries for which we do not assert permanent reinvestment. In general, repatriation of cash to the U.S. can be completed with no significant incremental U.S. tax. However, to the extent that we repatriate funds from non-U.S. subsidiaries for which we assert permanent reinvestment to fund our U.S. operations, we would be required to accrue and pay applicable non-U.S. taxes. As of March 31, 2026, we currently have no plans to repatriate funds from subsidiaries for which we assert permanent reinvestment.

Current wording

As of June 30, 2026, we had $1,318.3 million of cash and cash equivalents on hand, of which $1,191.5 million was held by non-U.S. subsidiaries. Cash and cash equivalents held by our non-U.S. subsidiaries are generally available for use in our U.S. operations via intercompany loans, equity infusions or via distributions from direct or indirectly owned non-U.S. subsidiaries for which we do not assert permanent reinvestment. In general, repatriation of cash to the U.S. can be completed with no significant incremental U.S. tax. However, to the extent that we repatriate funds from non-U.S. subsidiaries for which we assert permanent reinvestment to fund our U.S. operations, we would be required to accrue and pay applicable non-U.S. taxes. As of June 30, 2026, we currently have no plans to repatriate funds from subsidiaries for which we assert permanent reinvestment.

Previous wording

Share repurchases are made in accordance with our balanced capital allocation strategy, subject to market conditions and regulatory requirements. In December 2024, our Board of Directors authorized the repurchase of up to $5.0 billion of our ordinary shares. During the three months ended March 31, 2026, we repurchased and canceled $287.3 million of our ordinary shares, which left $4.5 billion remaining under the program. Additionally, during the period after March 31, 2026 through April 30, 2026, we repurchased approximately $102 million of our ordinary shares under the program.

Current wording

Share repurchases are made in accordance with our balanced capital allocation strategy, subject to market conditions and regulatory requirements. In December 2024, our Board of Directors authorized the repurchase of up to $5.0 billion of our ordinary shares. During the six months ended June 30, 2026, we repurchased and canceled $756.4 million of our ordinary shares, which left $4.0 billion remaining under the program. Additionally, during the period after June 30, 2026 through July 30, 2026, we repurchased approximately $172 million of our ordinary shares under the program.

Previous wording

We expect to pay a competitive and growing dividend. In February 2026, our Board of Directors declared an increase in our quarterly share dividend by 12%, from $0.94 to $1.05 per ordinary share, or $3.76 to $4.20 per share annualized, which was paid in the first quarter. Since the launch of Trane Technologies in March 2020, we have increased our quarterly share dividend by 98%.

Current wording

We expect to pay a competitive and growing dividend. Starting with the first quarter 2026 dividend, our Board of Directors declared an increase in our quarterly share dividend by 12%, from $0.94 to $1.05 per ordinary share, or $3.76 to $4.20 per share annualized. The first and second quarter 2026 dividends were declared and paid during the six months ended June 30, 2026, and the third quarter 2026 dividend was declared on June 5, 2026 to be paid in September 2026. Since the launch of Trane Technologies in March 2020, we have increased our quarterly share dividend by 98%.

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. 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 paid approximately $668 million in cash for acquisitions and equity method investments completed during the three months ended March 31, 2026.

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. 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 paid approximately $742 million in cash for acquisitions and equity method investments completed during the six months ended June 30, 2026.

Previous wording

As of March 31, 2026, our short-term obligations of $693.1 million consist of $293.1 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. In accordance with notice requirements as specified in the offering documents, holders had the option to exercise puts up to $37.2 million for settlement in February 2026 but did not exercise such option. In October 2026, in accordance with notice requirements as specified in the offering documents, holders will have the option to elect to exercise puts up to $256.0 million for settlement in November 2026. 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 $400.0 million of commercial paper outstanding at March 31, 2026, due to the repayment of $400.0 million of 3.500% Senior Notes which matured in March 2026. We had no commercial paper outstanding at December 31, 2025. 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, 2026, our short-term obligations consist of fixed rate debentures and commercial paper. The fixed rate debentures totaling $293.1 million 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. In accordance with notice requirements as specified in the offering documents, holders had the option to exercise puts up to $37.2 million for settlement in February 2026 but did not exercise such option. In October 2026, in accordance with notice requirements as specified in the offering documents, holders will have the option to elect to exercise puts up to $256.0 million for settlement in November 2026. 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 $400.0 million of commercial paper outstanding at June 30, 2026. We had no commercial paper outstanding at December 31, 2025. 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

Our long-term obligations primarily consist of long-term debt with final maturity dates ranging between 2027 and 2049. In addition, we maintain two $1.0 billion senior unsecured revolving credit facilities, one maturing in April 2027 and the other maturing in May 2030. 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 March 31, 2026 and December 31, 2025. On April 23, 2026, the Company entered into a $1.5 billion senior unsecured revolving credit facility with a term that ends in April 2031 and terminated its $1.0 billion facility that would have expired in April 2027, increasing the total Facilities outstanding to $2.5 billion. 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.

Current wording

Our long-term obligations primarily consist of long-term debt with final maturity dates ranging between 2027 and 2049. In addition, we maintain two senior unsecured revolving credit facilities totaling $2.5 billion, consisting of a $1.0 billion facility maturing in May 2030 and a $1.5 billion facility maturing in April 2031. The Facilities provide support for our commercial paper program and can be used for working capital and other general corporate purposes. Total commitments of $2.5 billion were unused at June 30, 2026 and $2.0 billion were unused at December 31, 2025. 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.

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, 2026 was $636.2 million, of which Net earnings provided $728.7 million after adjusting for non-cash transactions. Net cash provided by continuing operating activities for the three months ended March 31, 2025 was $345.5 million, of which Net earnings provided $676.7 million after adjusting for non-cash transactions. The year-over-year increase in net cash from continuing operating activities was primarily due to working capital and customer down payments.

Current wording

Net cash provided by continuing operating activities for the six months ended June 30, 2026 was $1,734.6 million, of which Net earnings provided $1,797.6 million after adjusting for non-cash transactions. Net cash provided by continuing operating activities for the six months ended June 30, 2025 was $1,043.5 million, of which Net earnings provided $1,656.5 million after adjusting for non-cash transactions. The year-over-year increase in net cash from continuing operating activities was primarily due to lower working capital and timing of customer down payments.

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, funding of joint ventures and other equity investments. During the three months ended March 31, 2026, net cash used in investing activities from continuing operations was $755.7 million. The primary drivers of the usage were attributable to capital expenditures of $79.7 million and acquisitions of businesses and equity method investments of $668.2 million, net of cash acquired. During the three months ended March 31, 2025, net cash used in investing activities from continuing operations was $385.1 million. The primary drivers of the usage were attributable to capital expenditures of $118.9 million and acquisitions of businesses of $265.3 million, net of cash acquired.

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. During the six months ended June 30, 2026, net cash used in investing activities from continuing operations was $902.3 million. The primary drivers of the usage were attributable to capital expenditures of $156.1 million and acquisitions of businesses and equity method investments of $742.0 million, net of cash acquired. During the six months ended June 30, 2025, net cash used in investing activities from continuing operations was $486.0 million. The primary drivers of the usage were attributable to capital expenditures of $208.8 million and acquisitions of businesses of $277.2 million, net of cash acquired.

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, net proceeds from debt issuances and proceeds from shares issued in connection with incentive plans. During the three months ended March 31, 2026, net cash used in financing activities from continuing operations was $546.0 million. The primary drivers of the outflow related to the repurchase of $287.3 million in ordinary shares, dividends paid to ordinary shareholders of $231.5 million, and the repayment of $400.0 million of 3.500% Senior Notes which matured in March 2026, partially offset by borrowings from commercial paper, net of interest, during the period of $398.7 million. During the three months ended March 31, 2025, net cash used in financing activities from continuing operations was $723.1 million. The primary drivers of the outflow related to the repurchase of $477.5 million in ordinary shares and dividends paid to ordinary shareholders of $209.9 million.

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, net proceeds from debt issuances and proceeds from shares issued in connection with incentive plans. During the six months ended June 30, 2026, net cash used in financing activities from continuing operations was $1,243.2 million. The primary drivers of the outflow related to the repurchase of $756.4 million in ordinary shares, dividends paid to ordinary shareholders of $463.2 million, and the repayment of $400.0 million of 3.500% Senior Notes which matured in March 2026, partially offset by borrowings from commercial paper, net of interest, during the period of $398.4 million. During the six months ended June 30, 2025, net cash used in financing activities from continuing operations was $1,480.9 million. The primary drivers of the outflow related to the repurchase of $879.6 million in ordinary shares, dividends paid to ordinary shareholders of $420.0 million, and the repayment of $157.3 million of Debentures that matured in June 2025.

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

Management believes there have been no significant changes during the three months ended March 31, 2026, 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, 2025.

Current wording

Management believes there have been no significant changes during the six months ended June 30, 2026, 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, 2025.