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TTTrane Technologies

Industrials · Building Controls · NYSE

Trane Technologies plc, a public limited company, incorporated in Ireland in 2009, and its consolidated subsidiaries (collectively we, us, our, the Company) is a global climate innovator. 10-K, Item 1

TT quote by TradingView
Headquarters
Co. Dublin, L2
CEO
David S. Regnery
Next results
around Jan 28, 2027
Compare with peers → Embed

10-K 0001628280-26-005731 (2026-02-05) vs 10-K 0001466258-25-000039 (2025-02-06)

SectionCompared textWords nowChanged
Risk FactorsItem 1A9,101 13.9%
MD&AItem 78,849 12.7%
Legal ProceedingsItem 3, via Note 20 – COMMITMENTS AND CONTINGENCIES2,319 23.5%
Accounting Policies10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES2,924 9.5%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 166 words changed in this paragraph; it is 57% similar to last year's version.
We have previously announced certain defined sustainability commitments with a goal of achieving these commitments by 2030. We also periodically announce new initiatives and product innovations that further our sustainability commitments. We are on track with our climate commitment to offer a full line of next generation products by 2030 without compromising safety or energy efficiency. Additionally, in 2019, we announced our 2030 commitment which targets reducing one gigaton – one billion metric tons – of carbon emissions (CO2e) from our customers' footprint by 2030. While we are committed to pursuing these sustainability objectives, our ability to achieve our sustainability objectives is subject to numerous risks and uncertainties, including increased operation operating costs and future changes in regulation, and there can be no assurance that we will successfully achieve our commitments. Failure commitments or that any future investments we make in furtherance of achieving our sustainability targets and goals will meet investor expectations or any future legal requirements regarding sustainability performance. If we are unable to meet these commitments our targets and goals, it could result in reputational and other harm to our company. Changes company, adverse publicity and reaction from investors, activist groups and other stakeholders, which could adversely impact our financial condition and results of operations. Stakeholders are increasingly scrutinizing sustainability practices, and stakeholders' expectations regarding climate risk management these practices are diverse and practices rapidly changing. Furthermore, many jurisdictions where we operate have enacted or are in the process of enacting legislation regarding sustainability reporting, monitoring, and other requirements. Failure to meet these evolving legal requirements may result in higher regulatory, compliance risks and costs. subject us to fines, penalties, or other legal obligations.

Source: Item 1A, 10-K 0001628280-26-005731 vs Item 1A, 10-K 0001466258-25-000039

MD&A 143 words changed in this paragraph; it is 50% similar to last year's version.
On Certain individual claimants and the ACC filed Motions to dismiss the bankruptcy proceedings on April 6, 2023 and May 15, 2023, respectively (the Motions to Dismiss). The Bankruptcy Court denied the Motions to Dismiss, and the District Court and the Fourth Circuit declined to review the Bankruptcy Court's ruling. In addition, on January 23, 2023, an individual claimant filed a motion to lift the automatic order stay imposed by the Bankruptcy Code to pursue its asbestos suit against Aldrich and Murray notwithstanding the Chapter 11 cases (the Stay Relief Motion). Aldrich and Murray, the FCR, and certain non-debtor affiliates each opposed the Stay Relief Motion. The Bankruptcy Court denied the Stay Relief Motion after holding a hearing on March 30, 2023. The Bankruptcy Court entered an order memorializing its March oral ruling on November 13, 2024. Motion. The individual claimant filed a notice with the Bankruptcy Court appealing the order denying the Stay Relief Motion to the U.S. District Court on November 27, 2024. for the Western District of North Carolina (the District Court). The District Court has entered an order staying all deadlines in the appeal of the order denying the Stay Relief Motion pending the outcome of a separate appeal before the Fourth Circuit in another bankruptcy case pending in the Bankruptcy Court.

Source: Item 7, 10-K 0001628280-26-005731 vs Item 7, 10-K 0001466258-25-000039

Accounting Policies 101 words changed in this paragraph; it is 54% similar to last year's version.
In November 2024, September 2025, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)" 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software: Targeted Improvements to the accounting for Internal-Use Software" (ASU 2024-03) 2025-06) which requires additional disaggregated disclosures in modernizes accounting guidance for the notes costs to financial statements develop software for certain categories internal use, aligning the various stages of expenses that are included on the face of the income statement. software development with current software development methods. The ASU is effective for fiscal years beginning after December 15, 2026 2027 and interim periods beginning after December 15, 2027. within those annual reporting periods. ASU 2025-06 can be applied prospectively, retrospectively, or with a modified transition approach. Early adoption is permitted. The Company does not currently expect to adopt this ASU before the required effective date. The Company is evaluating the impact of the standard and does not anticipate a material impact on its consolidated financial statement disclosures. statements.

Source: 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001628280-26-005731 vs 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001466258-25-000039

Legal Proceedings 101 words changed in this paragraph; it is 70% similar to last year's version.
On June 18, 2020, 2020 (the 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 and to Aldrich and Murray. 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 each of 200 Park, Inc. (200 Park), ClimateLabs LLC (ClimateLabs), and Trane Companies Technologies plc and its other subsidiaries (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.

Source: Item 3, via Note 20 – COMMITMENTS AND CONTINGENCIES, 10-K 0001628280-26-005731 vs Item 3, via Note 20 – COMMITMENTS AND CONTINGENCIES, 10-K 0001466258-25-000039

Every change, by type

Sentences and paragraphs of TT's Risk Factors and MD&A, 10-K 2026-02-05 against 10-K 2025-02-06. Each links to the text at sec.gov.

All 93 Added 7Removed 13Reworded 73Quiet changes 0

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
prices. In addition, while hedging activity may minimize near-term volatility of the commodity prices, it would not protect us from long-term commodity price increases.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedRisk Factors
Failure to achieve our sustainability commitments, address stakeholder expectations related to sustainability, or meet evolving legal requirements related to sustainability could harm our reputation, business operations, and financial performance.

Read it in 10-K 2026-02-05 at sec.gov ↗

RemovedRisk Factors
On February 29, 2020 (Distribution Date), we completed our Reverse Morris Trust transaction (the Transaction) with Gardner Denver Holdings, Inc. (Gardner Denver, which changed its name to Ingersoll Rand Inc. (Ingersoll Rand) after the Transaction) whereby we distributed Ingersoll-Rand U.S. HoldCo, Inc., which contained our former Industrial segment (Ingersoll Rand Industrial) through a pro rata distribution (the Distribution) to shareholders of record as of February 24, 2020 (Spin-off Shareholders). Ingersoll Rand Industrial then merged with a wholly-owned subsidiary of Ingersoll Rand. Upon close of the Transaction, the Spin-off Shareholders received approximately 50.1% of the shares of Ingersoll Rand common stock on a fully-diluted basis and Gardner Denver shareholders retained approximately 49.9% of the shares of Ingersoll Rand on a fully diluted basis. As a result, Spin-off Shareholders received 0.8824 shares of Ingersoll Rand common stock with respect to each share of our stock owned as of February 24, 2020. In connection with the Transaction, we received a special cash payment of $1.9 billion.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedRisk Factors
If the Distribution as part of our Reverse Morris Trust Transaction is determined to be taxable for Irish tax purposes, significant Irish tax liabilities may arise for the Spin-off Shareholders.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedRisk Factors
We received an opinion from Irish Revenue regarding certain tax matters associated with the Distribution, as well as a legal opinion from our Irish counsel Arthur Cox LLP, regarding certain Irish tax consequences of the Distribution for the Spin-off Shareholders. For the Spin-off Shareholders who are not resident or ordinarily resident in Ireland for Irish tax purposes and who do not hold their shares in connection with a trade or business carried on by such Spin-off Shareholders through an Irish branch or agency, we consider, based on both opinions taken together, that no adverse Irish tax consequences for such Spin-off Shareholders should have arisen. These opinions relied on certain facts and assumptions and certain representations. Notwithstanding the opinion from Irish Revenue, Irish Revenue could ultimately determine on audit that the Distribution is taxable for Irish tax purposes, for example, if it determines that any of these facts, assumptions or representations are not correct or have been violated. A legal opinion represents the tax adviser's best legal judgment and is not binding on Irish Revenue or the courts and Irish Revenue or the courts may not agree with the legal opinion. In addition, the legal opinion is based on current law and cannot be relied upon if current law changes with retroactive effect. If the Distribution ultimately is determined to be taxable for Irish tax purposes, we and the Spin-off Shareholders could have significant Irish tax liabilities as a result of the

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedRisk Factors
Distribution, and there could be a material adverse impact on our business, financial condition, results of operations and cash flows in future reporting periods.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedRisk Factors
If the Distribution together with certain related transactions do not qualify as tax-free under Sections 355 and 368(a) of the Internal Revenue Code, including as a result of subsequent acquisitions of stock of the Company or Ingersoll Rand, then the Company and the Spin-off Shareholders may be required to pay substantial U.S. federal income taxes, and Ingersoll Rand may be obligated to indemnify the Company for such taxes imposed on the Company.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedRisk Factors
At the time of the Distribution, we received an opinion from our U.S. tax counsel Paul, Weiss, Rifkind, Wharton & Garrison LLP (Paul Weiss) substantially to the effect that, for U.S. federal income tax purposes, the Distribution together with certain related transactions undertaken in anticipation of the Distribution and taking into account the merger of Ingersoll Rand Industrial with the wholly-owned subsidiary of Ingersoll Rand will qualify as a tax-free transaction under Sections 368(a), 361 and 355 of the Internal Revenue Code (the Code), with the result that we and the Spin-off Shareholders will not recognize any gain or loss for U.S. federal income tax purposes as a result of the spin-off. The opinion of our counsel was based on, among other things, certain representations and assumptions as to factual matters made by Ingersoll Rand, Ingersoll Rand Industrial and the Company. The failure of any factual representation or assumption to be true, correct and complete in all material respects could adversely affect the validity of the opinion of counsel. An opinion of counsel represents counsel's best legal judgment, is not binding on the Internal Revenue Service (IRS) or the courts, and the IRS or the courts may not agree with the opinion. In addition, an opinion will be based on current law, and cannot be relied upon if current law changes with retroactive effect. If the Distribution, and/or related internal transactions in anticipation of the Distribution ultimately are determined to be taxable, we could incur significant U.S. federal income tax liabilities, which could cause a material adverse impact on our business, financial condition, results of operations and cash flows in future reporting periods, although if this determination resulted from certain actions taken by Ingersoll Rand Industrial or Ingersoll Rand, Ingersoll Rand would be required to bear the cost of any resultant tax liability pursuant to the terms of the Tax Matters Agreement dated February 29, 2020, among Ingersoll-Rand Plc, Ingersoll-Rand Lux International Holding Company S.à r.l, Ingersoll-Rand Services Company, Ingersoll-Rand U.S. HoldCo, Inc., and Gardner Denver Holdings, Inc. (Tax Matters Agreement).

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedRisk Factors
The Distribution will be taxable to the Company pursuant to Section 355(e) of the Code if there is a 50% or greater change in ownership of either the Company or Ingersoll Rand Industrial, directly or indirectly (including through such a change in ownership of Ingersoll Rand), as part of a plan or series of related transactions that include the Distribution. A Section 355(e) change of ownership would not make the Distribution taxable to the Spin-off Shareholders, but instead may result in corporate-level taxable gain to certain of our subsidiaries. Because the Spin-off Shareholders will collectively be treated as owning more than 50% of the Ingersoll Rand common stock following the merger, the merger alone should not cause the Distribution to be taxable to our subsidiaries under Section 355(e). However, Section 355(e) might apply if other acquisitions of stock of the Company before or after the merger, or of Ingersoll Rand before or after the merger, are considered to be part of a plan or series of related transactions that include the Distribution together with certain related transactions. If Section 355(e) applied, certain of our subsidiaries might recognize a very substantial amount of taxable gain, although if this applied as a result of certain actions taken by Ingersoll Rand Industrial, Ingersoll Rand or certain specified Ingersoll Rand stockholders, Ingersoll Rand would be required to bear the cost of any resultant tax liability under Section 355(e) pursuant to the terms of the Tax Matters Agreement.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedRisk Factors
If the merger does not qualify as a tax-free reorganization under Section 368(a) of the Code, the Spin-off Shareholders may be required to pay substantial U.S. federal income taxes.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedRisk Factors
On the Distribution Date, we have received an opinion from Paul Weiss, and Ingersoll Rand received an opinion from their counsel Simpson Thacher & Bartlett LLP, substantially to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code with the result that U.S. holders of Ingersoll Rand Industrial common stock who received Ingersoll Rand common stock in the merger will not recognize any gain or loss for U.S. federal income tax purposes (except with respect to cash received in lieu of fractional shares of Ingersoll Rand common stock). These opinions were based upon, among other things, certain representations and assumptions as to factual matters made by Ingersoll Rand, the Company, Ingersoll Rand Industrial and the merger subsidiary used by Ingersoll Rand. The failure of any factual representation or assumption to be true, correct and complete in all material respects could adversely affect the validity of the opinions. An opinion of counsel represents counsel's best legal judgment, is not binding on the IRS or the courts, and the IRS or the courts may not agree with the opinion. In addition, the opinions are based on current law, and cannot be relied upon if current law changes with retroactive effect. If the merger were taxable, U.S. holders of the common stock of Ingersoll Rand Industrial would be considered to have made a taxable sale of their Ingersoll Rand Industrial common stock to Ingersoll Rand, and such U.S. holders of Ingersoll Rand Industrial would generally recognize taxable gain or loss on their receipt of Ingersoll Rand common stock in the merger.

Read it in 10-K 2025-02-06 at sec.gov ↗

RewordedRisk Factors
We cannot ensure that Aldrich and Murray can successfully reorganize, nor can we give any assurances as to the amount of the ultimate obligations under the Funding Agreements pursuant to which certain 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 or any plan of reorganization, or the resulting impact on our financial condition, results of operations or future prospects.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
If these systems cease to function properly, if these systems experience security breaches or disruptions or disruptions, if these systems do not provide the anticipated benefits or if we are unable to commit sufficient resources to maintain and enhance our information technology infrastructure to ensure data quality and to keep pace with continuous development in information processing technology, our ability to manage our operations could be impaired, which could have a material adverse impact on our results of operations, financial condition, and cash flows.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
We While we continue to make investments and adopt measures designed to enhance our protection, detection, response, and recovery capabilities, and to mitigate potential risks to our technology, products, services and operations from potential cyber attacks. attacks, insufficient controls or other vulnerabilities in our systems and those of our business partners or third-party vendors could result in misappropriation, destruction, exfiltration, or unauthorized disclosure of our information.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
While we are committed to pursuing these sustainability objectives, our ability to achieve our sustainability objectives is subject to numerous risks and uncertainties, including increased operation operating costs and future changes in regulation, and there can be no assurance that we will successfully achieve our commitments. commitments or that any future investments we make in furtherance of achieving our sustainability targets and goals will meet investor expectations or any future legal requirements regarding sustainability performance.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
Failure to timely and accurately predict customer needs and preferences, anticipate regulatory conditions affecting current and future products, mitigate supply chain disruptions on new products, or our failure to develop new and enhanced products and services that are accepted by these markets in a timely fashion, including implementing emerging technological changes such as integrated AI solutions in our products and services, could have a material adverse impact on our competitive position, operations, financial condition, and cash flows.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
We must maintain the quality of our products, retain longstanding relationships with major customers, continue to grow our business by establishing relationships with new customers, and continually innovate new or enhanced products and services to maintain and expand our brand recognition and market leadership position to effectively compete in the markets that we serve.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
We are required to comply Compliance with complex these regulations when collecting, transferring and using personal data, which increases our costs, affects our competitiveness and can expose us to substantial fines or other penalties. penalties, and/or additional reporting or other obligations.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
We are required to comply with complex regulations when collecting, transferring and using personal data, which increases our costs, affects our competitiveness and can expose us to substantial fines or other penalties. including the E.U.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
Even after legislation is enacted, further guidance, regulations and technical corrections pertaining to the legislation continue to be issued by the tax authorities, some of which may have retroactive application. application (including regulations and other guidance promulgated under the One Big Beautiful Bill Act of 2025 (OBBBA)).

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
As we integrate acquisitions into our portfolio of solutions, we may face new competitors in our target markets and incur increased competition from alternative solutions. solutions, which could lead to decreased demand or reduced market share for our products and services.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
As required by generally accepted accounting principles in the United States, Generally Accepted Accounting Principles (GAAP), we establish reserves based on our assessment of contingencies.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedRisk Factors
The market for employees and leaders with certain skills and experiences is very competitive, and difficulty attracting, developing, and retaining members of our management team and key employees employees, or a failure to adequately ensure effective succession planning or knowledge transfer, could have a negative effect on our business, operating results, and financial condition.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
In the first half of 2025, we also acquired multiple distributors with sales and service businesses in Europe that are reported in the EMEA segment from the dates of acquisition.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
Subsequent to the balance sheet date of December 31, 2025, the Company completed multiple acquisitions. The Company acquired two Transport refrigeration distributors with sales and service businesses that will be reported in the Americas and EMEA segments from their respective dates of acquisition. The Company also acquired a 49% interest in Kieback&Peter, a provider of building automation hardware, software and solutions across the building lifecycle and energy management. The Company's minority interest will be reported as an equity method investment within the EMEA segment.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
We continue to monitor macroeconomic indicators and uncertainties resulting from the tariffs announced and implemented by the United States in 2025, as well as the tariffs imposed by other countries in response. These global trade policy changes continue to be dynamic and, as a result, we may experience supply chain challenges, commodity cost volatility, and consumer and economic uncertainty. We believe our business operating system, our in-region for region strategy, and strength in execution will enable us to navigate potential risks stemming from these recent events.

Read it in 10-K 2026-02-05 at sec.gov ↗

AddedMD&A
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 December 31, 2025.

Read it in 10-K 2026-02-05 at sec.gov ↗

RemovedMD&A
During the third quarter of 2024, we completed acquisitions of two businesses. One acquisition is a Commercial HVAC distributor with sales and service business in the United States. The second acquisition is a technology-focused acquisition that expands the Company's product offerings in the Transport Refrigeration business. The results of both acquisitions are reported within the Americas segment.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
On April 6, 2023, certain individual claimants filed a motion to dismiss the Chapter 11 cases (Claimant Motion to Dismiss). Subsequently, on May 15, 2023, the committee representing current asbestos claimants (the ACC) filed its own motion to dismiss the Chapter 11 cases (ACC Motion to Dismiss, and, together with the Claimant Motion to Dismiss, the Motions to Dismiss). Aldrich, Murray and the FCR filed responses in opposition to the Motions to Dismiss, 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. On January 11, 2024, the ACC and the individual claimants filed motions with the United States District Court for the District of North Carolina (the District Court) seeking leave to appeal the order denying the Motions to Dismiss (Motions for Leave to Appeal) and to certify the appeals directly to the Court of Appeals for 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 with the District Court 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.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
Interest expense for the year ended December 31, 2024 increased by 1.7% or $3.9 million compared with the same period of 2023 primarily due to the issuance of $500 million of 5.100% Senior Notes due in 2034. The increase in interest expense was partially offset by an increase in interest income from short-term investments purchased with proceeds from the debt issuance, which is reported in Other (income)/expense, net. We had no commercial paper outstanding as of December 31, 2024.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
We assess any contingent consideration included in the consideration paid of a business combination. The value recorded is based on estimates of future financial projections on revenue under various potential scenarios, in which a Monte Carlo simulation model runs many iterations based on comparable companies' revenue growth rates and their implied revenue volatilities. These cash flow projections are discounted with a risk adjusted rate. Each quarter until such contingent amounts are earned, the fair value of the liability is evaluated at each reporting period and adjusted as a component of operating expenses based on changes to the underlying assumptions. The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment, specifically revenue growth rates, implied revenue volatilities and discount rates.

Read it in 10-K 2025-02-06 at sec.gov ↗

RewordedMD&A
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 Under the agreed terms, the Plan would create a trust pursuant to section 524(g) of the Bankruptcy Code, Code and 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. (Asbestos Claims).

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
Dollar amounts in millions 2025 2024 2023 % Change Americas Net revenues $ 17,168.8 $ 15,903.2 $ 13,832.0 15.0% 8.0% Segment Adjusted EBITDA 3,713.4 3,318.3 2,669.6 24.3% 11.9% Segment Adjusted EBITDA as a percentage of net revenues 21.6 % 20.9 % 19.3 % EMEA Net revenues $ 2,802.1 $ 2,556.7 $ 2,401.2 6.5% 9.6% Segment Adjusted EBITDA 512.7 505.1 464.7 8.7% 1.5% Segment Adjusted EBITDA as a percentage of net revenues 18.3 % 19.8 % 19.4 % Asia Pacific Net revenues $ 1,351.0 $ 1,378.3 $ 1,444.4 (4.6)% (2.0)% Segment Adjusted EBITDA 323.5 329.3 321.3 2.5% (1.8)% Segment Adjusted EBITDA as a percentage of net revenues 23.9 % 22.2 23.9 % Total Net revenues $ 21,321.9 $ 19,838.2 $ 17,677.6 12.2% 7.5% Total Segment Adjusted EBITDA 4,549.6 4,152.7 3,455.6 20.2% 9.6% Total Segment Adjusted EBITDA as a percentage of net revenues 21.3 % 20.9 % 19.5 %

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
It is not possible to predict how the District Court will rule on these pending motions, whether an appellate court will affirm or reverse the Bankruptcy Court orders denying the Motions to Dismiss and the Stay Relief Motion, 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 February 6, 2025. last.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
In millions 2025 2024 2023 Net cash provided by (used in) continuing operating activities $ 3,220.4 $ 3,177.7 $ 2,426.8 Capital expenditures (383.0) (370.6) (300.7) Cash payments for restructuring 22.5 8.6 12.3 Legacy legal liability 0.6 2.7 — Transformation costs paid — 3.9 M&A transaction costs 6.2 1.7 18.9 Insurance settlements on property claims Proceeds from sale of corporate asset 20.6 — (10.0) Adjustment for Outperformance Incentive Program (2) Program(2) — (31.1) — Free cash flow (1) flow(1) $ 2,887.3 $ 2,789.0 $ 2,151.2

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
Segment Adjusted EBITDA margin for the year ended December 31, 2024 increased 2025 decreased by 40 150 basis points to 19.8% 18.3% compared to 19.4% 19.8% for the same period of 2023 2024 primarily due to favorable productivity and price, partially offset by inflation, integration costs related to acquisitions, continued business reinvestment and loss from a devaluation of the Egyptian pound. inflation, partially offset by favorable productivity.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
The increase in organic revenue was primarily driven by realization of price increases and 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, which was partially offset by softer transport markets. weaker volume in our Residential business.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
Residential markets in the United States have improved in 2024 but are undergoing weakened considerably throughout 2025 due to navigating a regulatory refrigerant transition which could bring short-term variation in and softer consumer demand, and while uncertainties remain from economic risks and higher interest rates.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
In 2021, On the same date, in connection with the Plan, Aldrich and Murray reached an agreement in principle with the court-appointed legal representative of future asbestos claimants (the FCR) and filed a motion 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).

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
Additionally, non-cash adjustments to Excluding the effect of contingent consideration reduced adjustments, Selling and administrative expenses were 17.8% and 18.2% of Net revenues for the years ended December 31, 2024 2025 and December 31, 2023 by $25.0 million and $49.3 million, 2024, respectively.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
In 2024, 2025 and through January 2026, we committed capital of approximately $470 $720 million attributable to acquisitions and equity investments that were signed in 2024 and were closed in 2024 2025 or are expected to close in January 2025. the first quarter of 2026.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
On October 31, 2024, December 22, 2025, Standard and Poor's announced that it revised upgraded our long-term credit rating from of BBB+ stable to BBB+ positive. A- and upgraded our short-term credit rating of A-2 to A-1.

Read it in 10-K 2026-02-05 at sec.gov ↗

RewordedMD&A
On April 10, 2024, 7, 2025, Moody's announced that it upgraded revised our long-term credit rating from Baa1 A3 stable to A3 and put the Company on positive outlook. positive.

Read it in 10-K 2026-02-05 at sec.gov ↗

Work on TT in a spreadsheet: Excel workbook (a sheet per section, ten years by column, charts, links to the filings) · CSV. For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/TT/export.csv") into a cell.