UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20192020
or
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 001-34400
INGERSOLL-RAND PUBLIC LIMITED COMPANYTRANE TECHNOLOGIES PLC
(Exact name of registrant as specified in its charter)
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| Ireland | | 98-0626632 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer
Identification No.)
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170/175 Lakeview Dr.
Airside Business Park
Swords Co. Dublin
Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code: +(353) (0) +(353) (0) 18707400
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Ordinary Shares, Par Value $1.00 per Share | | IRTT | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
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| Large accelerated filer | x | | Accelerated filer | ☐ | | Emerging growth company | ☐ |
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| Non-accelerated filer | ☐ | | Smaller reporting company | ☐ | | | |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes x No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
The aggregate market value of ordinary shares held by nonaffiliates on June 28, 201930, 2020 was approximately $30.5$21.2 billion based on the closing price of such stock on the New York Stock Exchange.
The number of ordinary shares outstanding as of February 1, 20202021 was 238,401,033.238,428,700.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement to be filed within 120 days of the close of the registrant’s fiscal year in connection with the registrant’s Annual General Meeting of Shareholders to be held June 4, 20203, 2021 are incorporated by reference into Part II and Part III of this Form 10-K.
INGERSOLL-RANDTRANE TECHNOLOGIES PLC
Form 10-K
For the Fiscal Year Ended December 31, 20192020
TABLE OF CONTENTS
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| Part I | Item 1. | | |
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Part I | Item 1.1A. | | |
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| Item 1A.1B. | | |
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| Item 1B.2. | | |
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| Item 2.3. | | |
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| Item 3.4. | | |
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| Part II | Item 4.5. | | |
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Part II | Item 5. | | |
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| Item 6. | | |
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| Item 7. | | |
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| Item 7A. | | |
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| Item 8. | | |
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| Item 9. | | |
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| Item 9A. | | |
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| Item 9B. | | |
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| Part III | Item 10. | | |
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| Item 11. | | |
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| Item 12. | | |
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| Item 13. | | |
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| Item 14. | | |
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| Part IV | Item 15. | | |
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| Item 16. | | |
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CAUTIONARY STATEMENT FOR FORWARD LOOKING STATEMENTS
Certain statements in this report, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements.
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;performance including our future performance statements related to the continued impact of the COVID-19 global pandemic; 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 Securities and Exchange Commission. 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.
Factors that might affect our forward-looking statements include, among other things:
•impacts of the COVID-19 global pandemic on our business operations, financial results and financial position and on the world economy;
•overall economic, political and business conditions in the markets in which we operate;
•trade protection measures such as import or export restrictions and requirements, the demand for our productsimposition of tariffs and services;quotas or revocation or material modification of trade agreements;
•competitive factors in the industries in which we compete;
•our ability to develop new products and services and the acceptance of these products in the markets that we serve;
•other capital market conditions, including availability of funding sources, interest rate fluctuations and other changes in borrowing costs;
•currency exchange rate fluctuations, exchange controls and currency devaluations;
•the outcome of any litigation, governmental investigations, claims or proceedings;
•the outcome of Chapter 11 proceedings for our deconsolidated subsidiaries Aldrich Pump LLC (Aldrich) and Murray Boiler LLC (Murray);
•the impact of potential information technology, system failures, data security breaches or other cybersecurity issues;
•evolving data privacy and protection laws;
•intellectual property infringement claims and the inability to protect our intellectual property rights;
•changes in laws and regulations;
•health epidemics or pandemics or other contagious outbreaks;
•climate change, changes in weather patterns, natural disasters and seasonal fluctuations;
•availability of and fluctuations in the prices of key commodities;
•the outcome of any tax audits or settlements;
•the strategic acquisition or divestiture of businesses, product lines and joint ventures;
•impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets;
•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
trade protection measures such as import or export restrictions•work stoppages, union negotiations, labor disputes and requirements, the imposition of tariffs and quotas or revocation or material modification of trade agreements;
the outcome of any litigation, governmental investigations, claims or proceedings;
the outcome of any income tax audits or settlements;
interest rate fluctuations and other changes in borrowing costs;
other capital market conditions, including availability of funding sources;
currency exchange rate fluctuations, exchange controls and currency devaluations;
availability of and fluctuations in the prices of key commodities;
impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets;
climate change, changes in weather patterns, natural disasters, seasonal fluctuations, health epidemics or pandemics or other contagious outbreaks;
the impact of potential information technology, data security breaches or other cybersecurity issues; and
the strategic acquisition or divestiture of businesses (including the proposed separation of our Industrial segment pursuant to a Reverse Morris Trust transaction), product lines and joint ventures;similar issues
Some of the significant risks and uncertainties that could cause actual results to differ materially from our expectations and projections are described more fully in Part I, Item 1A “Risk Factors.” You should read that information in conjunction with “Management's
“Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this report and our Consolidated Financial Statements and related notes in Part II, Item 8 “Financial Statements and Supplementary Data” of this report. We note such information for investors as permitted by the Private Securities Litigation Reform Act of 1995.
PART I
Item 1. BUSINESS
Overview
Trane Technologies plc (formerly known as Ingersoll-Rand plc (Plc or Parent Company)plc), a public limited company incorporated in Ireland in 2009, and its consolidated subsidiaries (collectively, we, our, the Company) is a diversified, global companyclimate innovator that provides products, servicesbrings efficient and sustainable climate solutions to enhance the quality, energy efficiency and comfort of air inbuildings, homes and buildings, transporttransportation driven by strategic brands Trane® and protect food Thermo King® and perishablesan environmentally responsible portfolio of products and increase industrial productivity and efficiency. Our business segments consist of Climate and Industrial, both with strong brands and highly differentiated products within their respective markets.services. We generate revenue and cash primarily through the design, manufacture, sale and service of a diverse portfolio of industrialclimate control products and commercial products that include well-recognized, premium brand names such as American Standard®, ARO®, Club Car®, Ingersoll-Rand®, Thermo King®services for Heating, Ventilation and Trane®.Air Conditioning (HVAC) and transport solutions.
To achieve our mission of being a world leader in creating comfortable, sustainable and efficient environments, we continue to focus on growth by increasing our recurring revenue stream from parts, services, controls, used equipment and rentals; and to continuously improve the efficiencies and capabilities of theour operations and products and services offor our businesses.customers. We also continue to focus on operational excellence strategies as a central theme to improving our earnings and cash flow.
Business SegmentsSeparation of Industrial Segment Businesses
Our business segments provide products, servicesOn 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. 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 our shareholders of record as of February 24, 2020. Ingersoll Rand Industrial then merged into a wholly-owned subsidiary of Gardner Denver. Upon close of the Transaction, our existing shareholders received approximately 50.1% of the shares of Gardner Denver common stock on a fully-diluted basis and solutionsGardner Denver stockholders retained approximately 49.9% of the shares of Gardner Denver on a fully diluted basis. As a result, our shareholders received .8824 shares of Gardner Denver common stock with respect to each share owned as of February 24, 2020. In connection with the Transaction, Ingersoll-Rand Services Company, an affiliate of Ingersoll Rand Industrial, borrowed an aggregate principal amount of $1.9 billion under a senior secured first lien term loan facility (Term Loan), the proceeds of which were used to increasemake a special cash payment of $1.9 billion to a subsidiary of ours. The obligations under the efficiencyTerm Loan were retained by Ingersoll-Rand Services Company, which following the Transaction is a wholly-owned subsidiary of Gardner Denver.
In connection with the Transaction, we entered into several agreements covering supply, administrative and productivitytax matters to provide or obtain services on a transitional basis for varying periods after the Distribution Date. The agreements cover services such as manufacturing, information technology, human resources and finance. Income and expenses under these agreements were not material. In accordance with several customary transaction-related agreements between us and Gardner Denver, the parties are in a process to determine final adjustments to working capital, cash and indebtedness amounts as of both industrial and commercial operations and homes,the Distribution Date, as well as improveanother process to determine funding levels related to pension plans, non-qualified deferred compensation plans and retiree health benefits. As of December 31, 2020, both are ongoing in accordance with the healthtransaction-related agreements. Upon finalization of these agreements, any adjustments will be recognized within Retained earnings.
Reportable Segments
Prior to the separation of our Industrial segment on February 29, 2020, we announced a new organizational model and comfort of people aroundbusiness segment structure designed to enhance our regional go-to-market capabilities, aligning the world.
Our businessstructure with our strategy and increased focus on climate innovation. Under the revised structure, we created three new regional operating segments arefrom the former climate segment, which also serve as follows:
Climateour reportable segments.
•Our ClimateAmericas segment delivers energy-efficient productsinnovates for customers in the North America and innovative energy services. It includes Trane® Latin America regions. The Americas segment encompasses commercial heating and American Standard® Heating & Air Conditioning which provide heating, ventilationcooling systems, building controls, and air conditioning (HVAC) systems, and commercial and residential building services, parts, support and controls; energy services and building automation through Trane Building AdvantageTM solutions; residential heating and NexiaTM;cooling; and Thermo King® transport temperature controlrefrigeration systems and solutions. This segment had 20192020 net revenues of $13,075.9 million.$9.7 billion.
Industrial
•Our IndustrialEMEA segment delivers productsinnovates for customers in the Europe, Middle East and Africa region. The EMEA segment encompasses heating and cooling systems, services that enhance energy efficiency, productivity and operations. It includes compressed airsolutions for commercial buildings, and gastransport refrigeration systems and services, power tools, material handling systems, fluid management systems, as well as Club Car ® golf, utility and consumer low-speed vehicles.solutions. This segment had 20192020 net revenues of $3,523.0 million.$1.6 billion.
This model is designed to create deep customer focus and relevance in markets around the world. Each segment reports through separate management teams and regularly reviews their operating results with the Chief Executive Officer, our Chief Operating
Decision Maker (CODM) determined in accordance with applicable accounting guidance. All prior period comparative segment information has been recast to reflect the current reportable segments.
Products and Services
Our principal products and services by business segment include the following:
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Climate |
| Aftermarket and OEM parts and supplies | | Hybrid-powered trailer refrigeration |
| Air conditioners | | Ice energy storage solutions |
| Air exchangers | | Indoor air quality assessments and related products for HVAC and Transport solutions |
Air conditionershandlers | | Industrial refrigeration |
Air exchangers | | Installation contracting |
Air handlers | | Large commercial unitary |
| Airside and terminal devices | | Installation contracting |
| Auxiliary power units | | Large commercial unitary |
| Building management systems | | Light commercial unitary |
Auxiliary power units | | Motor replacements |
Building management systems | | Multi-pipe HVAC systems |
| Bus and rail HVAC systems | | Motor replacements |
| Chillers | | Multi-pipe HVAC systems |
| Coils and condensers | | Package heating and cooling systems |
Chillers | | Performance contracting |
Coils and condensers | | Rail refrigeration systems |
| Container refrigeration systems and gensets | | Refrigerant reclamationPerformance contracting |
| Control systems | | Rail refrigeration systems |
| Cryogenic refrigeration systems | | Refrigerant reclamation |
| Diesel-powered refrigeration systems | | Repair and maintenance services |
CryogenicDuctless systems | | Rental services |
| Electric-powered trailer refrigeration systems | | Rental services |
Diesel-powered refrigeration systems | | Self-powered truck refrigeration systems |
DuctlessElectric-powered truck refrigeration systems | | Service agreements |
| Energy management services | | Temporary heating and cooling systems |
| Facility management services | | Thermostats/controls |
| Furnaces | | Trailer refrigeration systems |
| Geothermal systems | | Transport heater products |
| Heat pumps | | Unitary systems (light and large) |
| Home automation | | Variable Refrigerant Flow |
| Humidifiers | | Vehicle-powered truck refrigeration systems |
| Hybrid and non-diesel transport refrigeration solutions | | Water source heat pumps |
Ice energy storage solutions | | |
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Industrial |
Air compressors (centrifugal, reciprocating and rotary) | | Hydrogen compression, dispensing and refueling systems |
Air-operated pumps (diaphragm and piston) | | Installation contracting |
Air treatment and air separation systems | | Liquid and gas sampling systems |
Aftermarket and OEM parts and supplies | | Maintenance and repair services |
Airends | | Metering and process pumps, skids and systems |
Blowers | | Mixers |
Controllers and control systems dryers | | Odorant injection systems |
Digital Systems Monitoring | | Power tools (pneumatic, cordless and electric) |
Engine starting systems | | Precision fastening tools, software and systems |
Ergonomic material handling systems | | Rental services |
Filters, regulators and lubricators | | Rough terrain (AWD) vehicles |
Fluid power components | | Service agreements |
Gas boosters and high-pressure valves | | Utility and consumer low-speed vehicles |
Gas compressors | | Mobile golf information systems |
Golf vehicles | | Water-powered dosing pumps |
Hoists (pneumatic, hydraulic, electric and manual) | | Winches (pneumatic, hydraulic and electric) |
These products are sold primarily under our name and under other namesour tradenames including American StandardTrane®, ARO®, Club Car®, Ingersoll-Rand®, Thermo King® and TraneAmerican Standard®.
Separation of Industrial Segment Businesses
In April 2019, Ingersoll-Rand plc and Gardner Denver Holdings, Inc. (GDI) announced that they entered into definitive agreements pursuant to which we will separate our Industrial segment businesses (IR Industrial) by way of spin-off to our shareholders and then combine with GDI to create a new company focused on flow creation and industrial technologies. This business is expected to be renamed Ingersoll-Rand, Inc. Our remaining HVAC and transport refrigeration businesses, reported under the Climate segment, will focus on climate control solutions for buildings, homes and transportation and be renamed Trane Technologies plc. The transaction is expected to close by early 2020, subject to approval by GDI’s shareholders, regulatory approvals and customary closing conditions.
Acquisitions and Equity Investments
During 2019, we acquired several businesses that complement existing products and services. In May 2019, we acquired 100% of the outstanding stock of Precision Flow Systems (PFS). PFS, reported in the Industrial segment, is a manufacturer of precision flow control equipment including precision dosing pumps and controls that serve the global water, oil and gas, agriculture, industrial and specialty market segments. Acquisitions within the Climate segment consisted of an independent dealer to support the ongoing strategy to expand our distribution network as well as other businesses that strengthen our product portfolio.
During 2018, we acquired several businesses and entered into a joint venture. In May 2018, we completed our investment of a 50% ownership interest in a joint venture with Mitsubishi Electric Corporation (Mitsubishi). The joint venture, reported within the Climate segment, focuses on marketing, selling and supporting variable refrigerant flow (VRF) and ductless heating and air conditioning systems through Trane, American Standard and Mitsubishi channels in the U.S. and select Latin American countries. In January 2018, we acquired 100% of the outstanding stock of ICS Group Holdings Limited (ICS Cool Energy). The acquired business, reported within the Climate segment, specializes in the temporary rental of energy efficient chillers for commercial and industrial buildings across Europe. It also sells, permanently installs and services high performance temperature control systems for all types of industrial processes.
During 2017, we acquired several businesses, including channel acquisitions, that complement existing products and services. Acquisitions within the Climate segment primarily consisted of independent dealers which support the ongoing strategy to expand our distribution network. Acquisitions within the Industrial segment primarily consisted of a telematics business which builds upon our growing portfolio of connected assets.
Competitive Conditions
Our products and services are sold in highly competitive markets throughout the world. Due to the diversity of these products and services and the variety of markets served, we encounter a wide variety of competitors that vary by product line and services. They include well-established regional or specialized competitors, as well as larger U.S. and non-U.S. corporations or divisions of larger companies.
The principal methods of competition in these markets relate to price, quality, delivery, service and support, technology and innovation. We believe that we are one of the leading manufacturers in the world of HVAC systems and services air compression systems,and transport temperature control products, power tools, and golf, utility and consumer low-speed vehicles.products.
Distribution
Our products are distributed by a number of methods, which we believe are appropriate to the type of product. U.S. sales are made through branch sales offices, distributors and dealers across the country. Non-U.S. sales are made through numerous subsidiary sales and service companies with a supporting chain of distributors throughout the world.
Operations by Geographic Area
Approximately 34%28% of our net revenues in 20192020 were derived outside the U.S. and we sold products in more than 100 countries. Therefore, the attendant risks of manufacturing or selling in a particular country, such as currency devaluation, nationalization and establishment of common markets, may have an adverse impact on our non-U.S. operations.
Customers
We have no customer that accounted for more than 10% of our consolidated net revenues in 2020, 2019, 2018 or 2017.2018. No material part of our business is dependent upon a single customer or a small group of customers; therefore, the loss of any one customer would not have a material adverse effect on our results of operations or cash flows.
Raw Materials
We manufacture many of the components included in our products, which requires us to employ a wide variety of commodities. Principal commodities, such as steel, copper and aluminum, are purchased from a large number of independent sources around the world, primarily within the region where the products are manufactured. We believe that available sources of supply will generally be sufficient for the foreseeable future. There have been no commodity shortages which have had a material adverse effect on our businesses.
Working Capital
We manufacture products that must be readily available to meet our customers’ rapid delivery requirements. Therefore, we maintain an adequate level of working capital to support our business needs and our customers’ requirements. Such working capital requirements are not, however, in the opinion of management, materially different from those experienced by our major competitors. We believe our sales and payment terms are competitive in and appropriate for the markets in which we compete.
Seasonality
Demand for certain of our products and services is influenced by weather conditions. For instance, sales in our commercial and residential HVAC businesses historically tend to be seasonally higher in the second and third quarters of the year because this represents spring and summer in the U.S. and other northern hemisphere markets, which are the peak seasons for sales of air conditioning systems and services. Therefore, results of any quarterly period may not be indicative of expected results for a full year and unusual weather patterns or events could negatively or positively affect certain segments of our business and impact overall results of operations.
Research and Development
We engage in research and development activities in an effort to introduce new products, enhance existing product effectiveness, improve ease of use and reliability as well as expand the various applications for which our products may be appropriate. In addition, weWe also continually evaluate developing technologies in areas that we believe will enhance our business for possible investment or acquisition. In addition, we have a strong focus on sustaining activities, which include costs incurred to reduce production costs, improve existing products, create custom solutions for customers and provide support to our manufacturing facilities. We anticipate that we will continue to make significant expenditures for research and development and sustaining activities as we look to maintain and improve our competitive position.
Patents and Licenses
Our intellectual property rights are important to our business and include numerous patents, trademarks, copyrights, trade secrets, proprietary technology, technical data, business processes, and other confidential information. Although in aggregate we consider our intellectual property rights to be valuable to our operations, we do not believe that our business is materially dependent on a single intellectual property right or any group of them. In our opinion, engineering, production skills and experience are more responsible for our market position than our patents and/or licenses.intellectual property rights.
Backlog
Our approximate backlog of orders, believed to be firm, at December 31, was as follows:
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| In millions | | 2020 | | 2019 |
| Americas | | $ | 1,788.0 | | | $ | 1,592.4 | |
| EMEA | | 426.2 | | | 336.9 | |
| Asia Pacific | | 680.6 | | | 584.0 | |
| Total | | $ | 2,894.8 | | | $ | 2,513.3 | |
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| In millions | | 2019 | | 2018 |
| Climate | | $ | 2,513.3 |
| | $ | 2,914.4 |
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| Industrial | | 622.5 |
| | 514.8 |
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| Total | | $ | 3,135.8 |
| | $ | 3,429.2 |
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These backlog figures are based on orders received. While thereceived and only include amounts associated with our equipment and contracting and installation performance obligations. A major portion of our products are built in advance of order and either shipped or assembled from stock,stock. As a result, we expect to ship a majority of the December 31, 2020 backlog during 2021. However, orders for specialized machinery or specific customer application are submitted with extensive lead times and are often subject
to revision and deferral, and to a lesser extent cancellation or termination. We expect to ship a majorityTo the extent projects are delayed, the timing of the December 31, 2019 backlog during 2020.our revenue could be affected.
Environmental Matters
We continue to be dedicated to environmental and sustainability programs to minimize the use of natural resources, and reduce the utilization and generation of hazardous materials from our manufacturing processes and to remediate identified environmental concerns. As to the latter, we are currently engaged in site investigations and remediation activities to address environmental cleanup from past operations at current and former manufacturing facilities.
We are sometimes a party to environmental lawsuits and claims and have received notices of potential violations of environmental laws and regulations from the Environmental Protection Agency and similar state authorities. We have also been identified as a potentially responsible party (PRP) for cleanup costs associated with off-site waste disposal at federal Superfund and state remediation sites. For all such sites, there are other PRPs and, in most instances, our involvement is minimal.
In estimating our liability, we have assumed that we will not bear the entire cost of remediation of any site to the exclusion of other PRPs who may be jointly and severally liable. The ability of other PRPs to participate has been taken into account, based on our understanding of the parties’ financial condition and probable contributions on a per site basis. Additional lawsuits and claims involving environmental matters are likely to arise from time to time in the future.
For a further discussion of our potential environmental liabilities, see Note 22 to the Consolidated Financial Statements.
Asbestos-Related Matters
CertainOn June 18, 2020 (Petition Date), our indirect wholly-owned subsidiaries Aldrich Pump LLC (Aldrich) and Murray Boiler LLC (Murray) each filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Western District of North Carolina in Charlotte (the Bankruptcy Court). 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. Only Aldrich and Murray have filed for Chapter 11 relief. Neither Aldrich's wholly-owned subsidiary, 200 Park, Inc. (200 Park), Murray's wholly-owned subsidiary, ClimateLabs LLC (ClimateLabs), Trane Technologies plc nor its other subsidiaries (the Trane Companies) are part of the Chapter 11 filings.
The goal of these Chapter 11 filings is an efficient and permanent resolution of all current and future asbestos claims through court approval of a plan of reorganization, which would establish, in accordance with section 524(g) of the Bankruptcy Code, a trust to pay all asbestos claims. Such a resolution, if achieved, would likely include a channeling injunction to enjoin asbestos claims resolved in the Chapter 11 cases from being filed or pursued against us or our affiliates. The Chapter 11 cases remain pending as of December 31, 2020.
Prior to the Petition Date, certain of our wholly-owned subsidiaries and former companies arewere named as defendants in asbestos-related lawsuits in state and federal courts. In many of the lawsuits, a large number of other companies have also been named as defendants. The vast majority of those claims allege injury caused by exposure to asbestos contained in certain historical products, primarily pumps, boilers and railroad brake shoes. None of our existing or previously-owned businesses were a producer or manufacturer of asbestos.
See also the discussion under Part I, Item 3, "Legal Proceedings," and Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Contingent Liabilities," as well as further detail in Note 22 to the Consolidated Financial Statements.
EmployeesHuman Capital Management
Our people and culture management are critical to achieving our operational, financial and strategic goals. Further information is available in our Environmental Social and Governance (ESG) report available on our website.
As of December 31, 2019,2020, we employed approximately 35,000 people in nearly 60 countries including approximately 12,500 outside of the U.S. As of December 31, 2020, 25.3% of our global employees were women and 35.5% of our employees in the United States were racially and ethnically diverse. In 2020, 31.2% of our new hires globally were women and 47.9% of new hires in the United States were racially and ethnically diverse. Approximately 21.7% of leadership and management positions were held by women as of December 31, 2020.
Culture and Purpose
In 2020, as Trane Technologies, we refined and reaffirmed dimensions of our culture as a climate innovator dedicated to our purpose of 50,000boldly challenging what’s possible for a sustainable world people throughout. We engaged thousands of employees in surveys and online focus groups to define the core Leadership Behaviors for all employees to live our new purpose.
Since its launch in 2006, our annual employee engagement survey has enabled employees to share their experiences and perceptions of our Company. Employees provided ratings and written comments for continuous improvement. In 2020, 90% of our workforce participated in our annual engagement survey and our overall employee engagement score positions us well into the top quartile of all companies globally.
Diversity and Inclusion
Our commitment to Diversity and Inclusion is core to our purpose and our 2030 sustainability commitments. We are proud members of Paradigm for Parity (a coalition of more than 100 corporations who have committed to closing the gender gap in corporate leadership) and OneTen (a coalition dedicated to hiring one million Black Americans in the next ten years to achieve economic mobility). In addition, our CEO is a 2018 signatory to the CEO Action for Diversity and Inclusion pledge (the largest CEO-driven business commitment to advance diversity and inclusion within the workplace).
We offer company-sponsored forums to promote diversity and inclusion in the workplace including:
•Bridging Connections – a safe forum created to allow our employees to speak from the heart about a variety of topics without fear of retribution.
•Unity Squads – site-based committees of employees that foster diversity and inclusion by celebrating cultural heritage milestones and offering cross-cultural awareness programs, open to all employees.
•Black Leader Forum – a half day intensive session bringing together company leaders to learn, further a sense of community, and build upon our strategic intent to advance Black leaders.
•Employee Resources Groups (ERGs) – Trane Technologies sponsors eight ERGs (the Women's Employee Network, the Black Employee Network, the Veterans Employee Resource Group, the Asian Employee Resource Group, the Global Organization of Latinos, the LGBTA Employee Resource Group, the InterGenerational Employee Network, and Visibility). All ERGs are voluntary, open and inclusive organizations that offer employees a sense of belonging, networking and learning opportunities.
Learning and Development
We offer learning and career development opportunities that enhance our employees’ skills and abilities and ensure contemporary technical and functional skills and competencies such as innovation, collaboration and leadership. Examples of these programs include:
•Team Leader Development Program – An eight-week experiential development program that engages, teaches and empowers front-line plant leaders to apply continuous improvement methods, make sound business decisions, solve problems, and serve as a coach of direct workers.
•Graduate Training Program (GTP) – A five-month development program designed to prepare university graduate engineers for a rewarding career in technical sales. The program prepares sales engineers to sell Trane’s complex HVAC systems and energy services. The program, started in 1926, is recognized as the industry’s most comprehensive training program and provides intensive technical, business, sales, and leadership training. GTP accelerates careers and provides the skills needed to help us lower the energy intensity of the world.
•Accelerated Development Program (ADP) – An early career rotational program focused on both functional and leadership development, designed to build a pipeline of strong talent for key roles in the organization. Participants rotate to multiple geographic locations and business units during the 2.5 year program, while experiencing diverse assignments, and receiving dedicated functional training and developmental experiences. Established in 1979, the ADP holds a rich history of developing early talent and spans six functions and four regions.
•Women’s Leadership Program – An award-winning cohort program that enables high-potential women around the world to gain individual insights and skills through mentoring and peer networking, and to build their leadership competencies and business acumen through action-learning projects and exposure to senior leaders.
•Engaging Your Employees – Approximately 4,000 Trane managers have completed this program since its launch. During 2020, we delivered 14 virtual Engaging Your Employees workshops to approximately 311 managers globally.
•Professional development – We have numerous online learning courses in professional development skills as varied as working virtually, resiliency, Microsoft Teams, unconscious bias, effective communication, alert driving, sustainability, and strategic capability initiatives such as product management and other programs that support our strategy of being a world class lean enterprise.
•Compliance Training – Our Compliance Training curriculum covers key topics that are important to protect our Company, our people and our customers. Topics include certification in our Code of Conduct, Information Security, Understanding and Preventing Sexual Harassment and Human Trafficking Prevention. All salaried employees globally complete our annual compliance curriculum.
Employee Volunteerism
In 2020, due to the restrictions of the COVID-19 global pandemic many of our employees sought out virtual volunteering opportunities, and more than 15,000 of our people contributed more than 20,000 volunteer hours in support of building sustainable futures in our communities. Our support for those in need also included our own colleagues support for one another. Due to the impacts of the pandemic, we accelerated our employee fundraising efforts and employees donated $1.4 million to our Helping Hand Fund (our employee crisis relief program). These funds provided approximately 1,100 employees with emergency relief grants for themselves and their families. We also developed a new Global Volunteer Time program, providing all salaried employees a full work day (8 hours) per calendar year to volunteer with non-profit organizations. This program will be piloted for hourly employees at select locations around the world in 2021, with an expected full global implementation in 2022.
Health, Safety and Well-Being
Trane Technologies believes in supporting the total health and safety of our employees. It was even more critical in 2020, given COVID-19. Therefore, we expanded the support we offered, by:
•Providing 100% of our employees around the world access to at least one company-sponsored wellness activity.
•Accelerating the rollout of our global Employee Assistance Program (EAP). Each year, we expand our EAP to five to six countries. This year, we accelerated rollout of our global EAP to 25 remaining countries (final country pending Works Council approvals). Employees received frequent communications on resources, targeted to crisis concerns such as mental health, childcare, and education.
•Amending the U.S. medical plans to cover COVID-19 testing and telehealth visits at no cost to employees.
•Modifying our Short-Term Disability Plan to eliminate previous waiting period, by ensuring benefits started on first day of absence for COVID-related illness or required quarantine.
•Amending the defined contribution plans for U.S. employees to allow for COVID-19 related distributions and a delay for loan repayments without penalties.
•Providing back-up care and working parent resource enhancements in the U.S.
•Accelerating our “Future of Work” initiative to create revised Flex Time and Flex Place policies and resources that vary by type of role, continued work-from-home arrangements, and other approaches to ensuring productivity while being supportive to employee needs.
In 2020 we continued our multi-year, world class safety record with Lost-time Incident Rate of 0.07 and Recordable Rate of 0.79. In response to the pandemic, we quickly developed a pandemic response team that developed over 50 elements of standard work such as travel restrictions, active screenings, 100% requirement for face masks, etc. In our factories, we reconfigured over 5,000 work stations to meet the social distancing guidelines. We also completed over 30,000 observations of our service technicians and manufacturing employees to ensure all employees were following our COVID-19 protocols.
Competitive Pay and Benefits
Our compensation programs and policies are based on a strong connection to our strategy, to attract and retain a talented workforce and to meet the needs of employees globally. We are committed to competitive wages and benefits and equal pay for equal work, regardless of background. We have rigorous pay practices to ensure we compensate our employees fairly, equitably and competitively. In addition, our incentive compensation programs are tied to our 2030 Commitments. Beginning in 2021, management incentive compensation will include environmental sustainability and workforce diversity goals, in addition to financial goals.
Our proxy statement provides more detail on the competitive compensation programs we offer.
Available Information
We have used, and intend to continue to use, the homepage, the investor relations and the “News” section of our website (www.tranetechnologies.com), among other sources such as press releases, public conference calls and webcasts, as a means of disclosing additional information, which may include future developments related to the COVID-19 global pandemic and/or material non-public information. We encourage investors, the media, and others interested in our Company to review the information it makes public in these locations on its website.
We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission under the Securities Exchange Act of 1934.
This Annual Report on Form 10-K, as well as our quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to all of the foregoing reports, are made available free of charge on our Internet website (http://www.ingersollrand.com)(www.tranetechnologies.com) as soon as reasonably practicable after such reports are electronically filed with or furnished to the Securities and Exchange Commission. The Board of Directors of theour Company hashave also adopted and posted in the Investor Relations section of the Company’sour website ourthe Corporate Governance Guidelines and charters for each of the Board’s standing committees. The contents of the Company’sour website are not incorporated by reference in this report.
Executive Officers of the Registrant
The following is a list of our executive officers of the Company as of February 18, 2020.
|
| | | | | | | | | | | | | |
| Name and Age | | Date of
Service as
an Executive
Officer
| | Principal Occupation and
Other Information for Past Five Years
|
Michael W. Lamach (56)(57) | | 2/16/2004 | | Chairman of the Board (since June 2010) and Chief Executive Officer and Director (since February 2010) |
| | | | |
Susan K. Carter (61)Christopher J. Kuehn (48) | | 10/2/20136/1/2015 | | Senior Vice President and Chief Financial Officer (since October 2013)
The Company announced on December 10, 2019 that Ms. Carter will retire asMarch 2020); Vice President and Chief FinancialAccounting Officer of the Company effective upon the close of the Reverse Morris Trust transaction.
(June 2015 to February 2020) |
| | | | |
David S. Regnery (57)(58) | | 8/5/2017 | | President and Chief Operating Officer (since January 1, 2020); Executive Vice President (September 2017 to December 2019); Vice President, President of Commercial HVAC, North America and EMEA (2013 to 2017)(2013-2017) |
| | | | |
Marcia J. Avedon (58)(59) | | 2/7/2007 | | Executive Vice President, Chief Human Resources, Marketing and Communications Officer (since January 1, 2020); Senior Vice President, Human Resources, Communications and Corporate Affairs (June 2013 to December 2019); Senior Vice President, Human Resources and Communications (2007 - 2013) |
| | | | |
Paul A. Camuti (58)(59) | | 8/1/2011 | | Executive Vice President and Chief Technology and Strategy Officer (since January 1, 2020); Senior Vice President, Innovation and Chief Technology Officer (August 2011 to December 2019) |
| | | | |
Evan M. Turtz (51)(52) | | 4/3/2019 | | Senior Vice President and General Counsel (since April 2019); Secretary (Since(since October 2013); Vice President (Since 2008)(2008-2019); Deputy General Counsel-Industrial (Since 2016);Counsel, Industrial, General Counsel-Compression Technologies and Services (Since July 2016)Counsel, CTS (2016-2019); Deputy General Counsel-Labor and Employment (2008-2016) |
| | | | |
Keith A. Sultana (50) (51)
| | 10/12/2015
| | Senior Vice President, Supply Chain and Operational Services (since January 2020); Senior Vice President, Global Operations and Integrated Supply Chain (since October 2015)(October 2015-December 2019); Vice President, Global Procurement (January 2015 to October 2015); Vice President, Global Integrated Supply Chain (GISC) for Climate Solutions (May 2010 to December 2014) |
| | | | |
Christopher J. Kuehn (47)Heather R. Howlett (43) | | 6/3/1/20152020 | | Vice President and Chief Accounting Officer (since June 2015)March 2020); Vice President and Corporate Controller (August 2019 to February 2020); Vice President and Chief Accounting Officer, Whirlpool Corporation (a global manufacturer and marketer of major home appliances), (2012-2015)
The Company announced on December 10, 2019 that Mr. Kuehn will succeed Ms. Carter as Chief Financial Officer of the Company effective upon the close of the Reverse Morris Trust transaction.
Corporate Controller, Catalent, Inc. (2015 to August 2019) |
No family relationship exists between any of the above-listed executive officers of theour Company. All officers are elected to hold office for one year or until their successors are elected and qualified.
Item 1A. RISK FACTORS
Our business, financial condition, results of operations, and cash flows are subject to a number of risks that could cause the actual results and conditions to differ materially from those projected in forward-looking statements contained in this Annual Report on Form 10-K. The risks set forth below are those we consider most significant. We face other risks, however, that we do not currently perceive to be material which could cause actual results and conditions to differ materially from our expectations. You should evaluate all risks before you invest in our securities. If any of the risks actually occur, our business, financial condition, results of operations or cash flows could be adversely impacted. In that case, the trading price of our ordinary shares could decline, and you may lose all or part of your investment.
Risks Related to Economic Conditions
The COVID-19 global pandemic and resulting adverse economic conditions have already adversely impacted our business and could have a more material adverse impact on our business, financial condition and results of operations.
We continue to closely monitor the impact of the COVID-19 global pandemic on all aspects of our business and geographies, including how it has and will impact our customers, team members, suppliers, vendors, business partners and distribution channels. The COVID-19 global pandemic has created significant volatility, uncertainty and economic disruption, which may continue to affect our business operations and may materially and adversely affect our results of operations, cash flows and financial position.
While our business is largely categorized as “essential” by the U.S. Department of Homeland Security, the COVID-19 global pandemic has caused certain disruptions to and shutdowns of our business and operations and could cause material disruptions to and shutdowns of our business and operations in the future as a result of, among other things, quarantines, worker absenteeism as a result of illness or other factors, social distancing measures and other travel, health-related, business or other restrictions. Our business and operations have been impacted globally, resulting in lower revenue, supply chain delays and unfavorable foreign currency exchange rate movements. The COVID-19 global pandemic has also adversely impacted, and may continue to adversely impact, our suppliers and their manufacturers and our customers. Some of our purchases are from sole or limited source suppliers for reasons of cost effectiveness, uniqueness of design, or product quality. The effects of the COVID-19 global pandemic may exacerbate supply chain issues with these suppliers. Any delay in receiving critical supplies could have a material adverse effect on our results of operations, financial condition and cash flows.
As a result of the effects of the COVID-19 global pandemic, our costs have increased (including the costs to address the health and safety of our employees), our ability to obtain products or services from suppliers has been and may be adversely impacted, and our ability to operate at certain impacted locations has been and may be impacted, and, as a result, our business, financial condition and results of operations have been adversely impacted and could be materially adversely affected if the current outbreak and spread of the COVID-19 global pandemic continues.
The COVID-19 global pandemic also resulted in severe disruptions and volatility in financial markets which had a material adverse impact on some of our customers and suppliers. A recurrence in volatility due to a resurgence in the COVID-19 global pandemic could impact our access to capital and credit markets. Notwithstanding the recent introduction of vaccines to combat the COVID-19 global pandemic and measures taken by governments to provide economic stimulus, the severity of the pandemic’s impact on economies in the United States and around the world, the potential length of the economic recovery and the longer term economic impacts are uncertain. The current and potential further outbreaks and spread of the COVID-19 global pandemic or other future pandemics could cause a delayed recovery, a prolonged recession or future economic disruptions, which could have a further adverse impact on our financial condition and operations.
The impact of the COVID-19 global pandemic may also exacerbate other risks discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K, any of which could have a material effect on us. This situation is continuing to evolve rapidly and additional impacts may arise that we are not aware of currently.
Our global operations subject us to economic risks.
Our global operations are dependent upon products manufactured, purchased and sold in the U.S. and internationally. These activities are subject to risks that are inherent in operating globally, including:
•changes in local laws and regulations or imposition of currency restrictions and other restraints;
•limitation of ownership rights, including expropriation of assets by a local government, and limitation on the ability to repatriate earnings;
•sovereign debt crises and currency instability in developed and developing countries;
•trade protection measures such as import or export restrictions and requirements, the imposition of burdensome tariffs and quotas or revocation or material modification of trade agreements;
•difficulty in staffing and managing global operations;
•difficulty of enforcing agreements, collecting receivables and protecting assets through non-U.S. legal systems;
•national and international conflict, including war, civil disturbances and terrorist acts; and
•recessions, economic downturns, slowing economic growth and social and political instability.
These risks could increase our cost of doing business internationally, increase our counterparty risk, disrupt our operations, disrupt the ability of suppliers and customers to fulfill their obligations, limit our ability to sell products in certain markets and have a material adverse impact on our results of operations, financial condition, and cash flows.
We face significant competition in the markets that we serve and our growth is dependent, in part, on the development, commercialization and acceptance of new products and services.serve.
The markets that we serve are highly competitive. We compete worldwide with a number of other manufacturers and distributors that produce and sell similar products. There has been consolidation and new entrants (including non-traditional competitors) within our industries and there may be future consolidation and new entrants which could result in increased competition and significantly alter the dynamics of the competitive landscape in which we operate. Due to our global footprint we are competing worldwide with large companies and with smaller, local operators who may have customer, regulatory or economic advantages in the geographies in which they are located. In addition, some of our competitors may employ pricing and other strategies that are not traditional. While we understand our markets and competitive landscape, there is always the risk of disruptive technologies coming from companies that are not traditionally manufacturers or service providers of our products.
In addition, weOur growth is dependent, in part, on the development, commercialization and acceptance of new products and services.
We must develop and commercialize new products and services in a rapidly changing technological and business environment in order to remain competitive in our current and future markets and in order to continue to grow our business. The development and commercialization of new products and services require a significant investment of resources and an anticipation of the impact of new technologies and the ability to compete with others who may have superior resources in specific technology domains. We cannot provide any assurance that any new product or service will be successfully commercialized in a timely manner, if ever, or, if commercialized, will result in returns greater than our investment. Investment in a product or service could divert our attention and resources from other projects that become more commercially viable in the market. We also cannot provide any assurance that any new product or service will be accepted by our current and future markets. Failure to develop new products and services that are accepted by these markets could have a material adverse impact on our competitive position, results of operations, financial condition, and cash flows.
Some of the markets in which we operate are cyclical and seasonal and demand for our products and services could be adversely affected by downturns in these industries.
Demand for most of our products and services depends on the level of new capital investment and planned maintenance expenditures by our customers. The level of capital expenditures by our customers fluctuates based on planned expansions, new builds, repairs, commodity prices, general economic conditions, availability of credit, inflation, interest rates, market forecasts, tax and regulatory developments, trade policies, fiscal spending and sociopolitcal factors among others.
Our commercial and residential HVAC businesses provide products and services to a wide range of markets, including significant sales to the commercial and residential construction markets. Weakness in either or both of these construction markets may negatively impact the demand for our products and services.
Demand for our commercial and residential HVAC business is also influenced by weather conditions. For instance, sales in our commercial and residential HVAC businesses historically tend to be seasonally higher in the second and third quarters of the year because, in the U.S. and other northern hemisphere markets, spring and summer are the peak seasons for sales of air conditioning systems and services. The results of any quarterly period may not be indicative of expected results for a full year and unusual weather patterns or events could negatively or positively affect our business and impact overall results of operations.
Decrease in the demand for our products and services could have a material adverse impact on our results of operations and cash flow.
The capital and credit markets are important to our business.
Instability in U.S. and global capital and credit markets, including market disruptions, limited liquidity and interest rate volatility, or reductions in the credit ratings assigned to us by independent rating agencies could reduce our access to capital markets or increase the cost of funding our short and long term credit requirements. In particular, if we are unable to access capital and credit markets on terms that are acceptable to us, we may not be able to make certain investments or fully execute our business plans and strategies.
Our suppliers and customers are also dependent upon the capital and credit markets. Limitations on the ability of customers, suppliers or financial counterparties to access credit at interest rates and on terms that are acceptable to them could lead to insolvencies of key suppliers and customers, limit or prevent customers from obtaining credit to finance purchases of our products and services and cause delays in the delivery of key products from suppliers.
In addition, changes in regulatory standards or industry practices, such as the transition away from LIBOR as a benchmark for short-term interest rates, could create incremental uncertainty in obtaining financing or increase the cost of borrowing for us, our suppliers or our customers.
Currency exchange rate fluctuations and other related risks may adversely affect our results.
We are exposed to a variety of market risks, including the effects of changes in currency exchange rates. See Part II Item 7A, "Quantitative and Qualitative Disclosure About Market Risk."
We have operations throughout the world that manufacture and sell products in various international markets. As a result, we are exposed to movements in exchange rates of various currencies against the U.S. dollar as well as against other currencies throughout the world.
Many of our non-U.S. operations have a functional currency other than the U.S. dollar, and their results are translated into U.S. dollars for reporting purposes. Therefore, our reported results will be higher or lower depending on the weakening or strengthening of the U.S. dollar against the respective foreign currency.
We use derivative instruments to hedge those material exposures that cannot be naturally offset. The instruments utilized are viewed as risk management tools, involve little complexity and are not used for trading or speculative purposes. To minimize the risk of counter party non-performance, derivative instrument agreements are made only through major financial institutions with significant experience in such derivative instruments.
We also face risks arising from the imposition of exchange controls and currency devaluations. Exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation.
Risks Related to Litigation
Material adverse legal judgments, fines, penalties or settlements could adversely affect our results of operations or financial condition.
We are currently and may in the future become involved in legal proceedings and disputes incidental to the operation of our business or the business operations of previously-owned entities. Our business may be adversely affected by the outcome of these proceedings and other contingencies (including, without limitation, contract claims or other commercial disputes, product liability, product defects and asbestos-related matters) that cannot be predicted with certainty. Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against the total aggregate amount of losses sustained as a result of such proceedings and contingencies. As required by generally accepted accounting principles in the United States, we establish reserves based on our assessment of contingencies. Subsequent developments in legal proceedings and other events could affect our assessment and estimates of the loss contingency recorded as a reserve and we may be required to make additional material payments, which could have a material adverse impact on our liquidity, results of operations, financial condition, and cash flows.
The Aldrich and Murray Chapter 11 cases involve various risks and uncertainties that could have a material effect on us.
On June 18, 2020, our indirect wholly-owned subsidiaries Aldrich Pump LLC (Aldrich) and Murray Boiler LLC (Murray) each filed a voluntary petition for reorganization under Chapter 11 of Title 11 the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Western District of North Carolina in Charlotte (the Bankruptcy Court). The goal of these Chapter 11 filings is an efficient and permanent resolution of all current and future asbestos claims through court approval of a plan of reorganization, which would establish, in accordance with section 524(g) of the Bankruptcy Code, a trust to pay all asbestos claims. Such a resolution, if achieved, would likely include a channeling injunction to enjoin asbestos claims resolved in the Chapter 11 cases from being filed or pursued against us or our affiliates. The Chapter 11 cases remain pending.
Certain of our subsidiaries have entered into funding agreements with Aldrich and Murray (collectively the Funding Agreements), pursuant to which those subsidiaries are obligated, among other things, to fund 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.
There are a number of risks and uncertainties associated with these Chapter 11 cases, including, among others, those related to:
•the ultimate determination of the asbestos liability of Aldrich and Murray to be satisfied under a Chapter 11 plan;
•the outcome of negotiations with the committee of asbestos personal injury claimants appointed in the Chapter 11 cases, the future claimants' representative appointed in the Chapter 11 cases and other participants in the Chapter 11 cases, including insurers, concerning, among other things, the size and structure of a potential section 524(g) trust to pay the asbestos liability of Aldrich and Murray and the means for funding that trust;
•the actions of representatives of the asbestos claimants, including opposition to the extension of the Bankruptcy Court order temporarily staying asbestos-related claims against us and other potential actions in opposition to, or otherwise inconsistent with, the efforts by Aldrich and Murray to diligently prosecute the Chapter 11 cases and ultimately seek Bankruptcy Court approval of a plan of reorganization;
•the decisions of the Bankruptcy Court relating to numerous substantive and procedural aspects of the Chapter 11 case, including with regard to the extension of the Bankruptcy Court order temporarily staying asbestos-related claims against us and other efforts by Aldrich and Murray to diligently prosecute the Chapter 11 cases and ultimately seek Bankruptcy Court approval of a plan of reorganization, whether such decisions are in response to actions of representatives of the asbestos claimants or otherwise; and
•the decisions of appellate courts regarding approval of a plan of reorganization or relating to orders of the Bankruptcy Court that may be appealed.
The ability of Aldrich and Murray to successfully reorganize and resolve their asbestos liabilities will depend on various factors, including their ability to reach agreements with representatives of the asbestos claimants on the terms of a plan of reorganization that satisfies all applicable legal requirements and to obtain the requisite court approvals of such plan, and remains subject to the risks and uncertainties described above. 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 or the resulting impact on our financial condition, results of operations or future prospects. We are also unable to predict the timing of any of the foregoing matters or the timing for a resolution of the Chapter 11 cases, all of which could have an impact on us.
It also is possible that, in the Chapter 11 cases, various parties will seek to bring claims against us and other related parties, including by raising allegations that we are liable for the asbestos-related liabilities of Aldrich and Murray. Although we believe we have no such responsibility for liabilities of Aldrich and Murray, except indirectly through our obligation to provide funding to Aldrich and Murray under the terms of the Funding Agreements, we cannot provide assurances that such claims will not be pursued.
In sum, the outcome of the Chapter 11 cases is uncertain and there is uncertainty as to what extent we may have to contribute to a section 524(g) trust under the Funding Agreements.
Risks Related to Cybersecurity and Technology
We are subject to risks relating to our information technology systems.
We rely extensively on information technology systems, some of which are supported by third party vendors including cloud services, to manage and operate our business. We invest in new information technology systems designed to improve our operations. We have had failures of these systems in the past and may have failures of these systems in the future. If these systems cease to function properly, if these systems experience security breaches or disruptions or if these systems do not provide the anticipated benefits, 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.
Security breaches or disruptions of the technology systems, infrastructure or products of the Company or our vendors could negatively impact our business and financial results.
Our information technology systems, networks and infrastructure and technology embedded in certain of our control products have been and may be subject to cyber attacks and unauthorized security intrusions. It is possible for such vulnerabilities to remain undetected for an extended period. Like other large companies, certain of our information technology systems and the systems of our vendors have been subject to computer viruses, malicious code, unauthorized access, phishing attempts, denial-of-service attacks and other cyber attacks and we expect that we and our vendors will be subject to similar attacks in the future.
The methods used to obtain unauthorized access, disable or degrade service, or sabotage information technology systems are constantly changing and evolving. Despite having instituted security policies and business continuity plans, and implementing and regularly reviewing and updating processes and procedures to protect against unauthorized access and requiring similar protections from our vendors, the ever-evolving threats mean we must continually evaluate and adapt our systems and processes and ask our vendors to do the same, and there is no guarantee that such steps will be adequate to safeguard against all data security breaches or misuses of data. Hardware, software or applications we develop or obtain from third parties may contain defects in design or deployment or other problems that could unexpectedly result in security breaches or disruptions. Our systems, networks and certain of our control products and those of our vendors may also be vulnerable to system damage, malicious attacks from hackers, employee errors or misconduct, viruses, power and utility outages, and other catastrophic events. Any of these incidents could cause significant harm to our business by negatively impacting our business operations, compromising the security of our proprietary information or the personally identifiable information of our customers, employees and business partners, exposing us to litigation or other legal actions against us or the imposition of penalties, fines, fees or liabilities. Such events could have a material adverse impact on our results of operations, financial condition and cash flows and could damage our reputation which could adversely affect our business. Our insurance coverage may not be adequate to cover all the costs related to a cybersecurity attack or disruptions resulting from such attacks. Customers are increasingly requiring cybersecurity protections and mandating cybersecurity standards in our products, and we may incur additional costs to comply with such demands.
Data privacy and protection laws are evolving and present increasing compliance challenges.
The regulatory environment surrounding data privacy and protection is increasingly demanding, with the frequent imposition of new and changing requirements across businesses and geographic areas. 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.
Intellectual property infringement claims of others and the inability to protect our intellectual property rights could harm our competitive position.
Our intellectual property rights are important to our business and include numerous patents, trademarks, copyrights, trade secrets, proprietary technology, technical data, business processes, and other confidential information. Although in aggregate we consider our intellectual property rights to be valuable to our operations, we do not believe that our business is materially dependent on a single intellectual property right or any group of them. In our opinion, engineering, production skills and experience are more responsible for our market position than our patents and/or licenses.
Nonetheless, this intellectual property may be subject to challenge, infringement, invalidation or circumvention by third parties. Despite extensive security measures, our intellectual property may be subject to misappropriation through unauthorized access of our information technology systems, employee theft, or theft by private parties or foreign actors, including those affiliated with or controlled by state actors. Our business and competitive position could be harmed by such events. Our ability to protect our intellectual property rights by legal recourse or otherwise may be limited, particularly in countries where laws or enforcement practices are inadequate or undeveloped. Our inability to enforce our IP rights under any of these circumstances could have an impact on our competitive position and business.
Risks Related to Regulatory Matters
Our reputation, ability to do business and results of operations could be impaired by improper conduct by any of our employees, agents or business partners.
We are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to anti-corruption, anti-bribery, export and import compliance, anti-trust and money laundering, due to our global operations. We cannot provide assurance our internal controls will always protect us from the improper conduct of our employees, agents and business partners. Any violations of law or improper conduct could damage our reputation and, depending on the circumstances, subject us to, among other things, civil and criminal penalties, material fines, equitable remedies (including profit disgorgement and injunctions on future conduct), securities litigation and a general loss of investor confidence, any one of which could have a material adverse impact on our business prospects, financial condition, results of operations, cash flows, and the market value of our stock.
We may beOur operations are subject to risks relatingregulatory risks.
Our U.S. and non-U.S. operations are subject to a number of laws and regulations, including among others, laws related to the environment and health and safety. We have made, and will be required to continue to make, significant expenditures to comply with these laws and regulations. Any violations of applicable laws and regulations could lead to significant penalties, fines or other sanctions. Changes in current laws and regulations could require us to increase our information technology systems.compliance expenditures, cause us to
We rely extensively on information technology systems, some
significantly alter or discontinue offering existing products and services or cause us to develop new products and services. Altering current products and services or developing new products and services to manage and operate our business. We invest in new information technology systems designed to improve our operations. If these systems cease to function properly, if these systems experience security breaches or disruptions or if these systems do not
provide the anticipated benefits, 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.
Security breaches or disruptions of our technology systems, infrastructure or products could negatively impact our business and financial results.
Our information technology systems, networks and infrastructure and technology embedded in certain of our control products may be subject to cyber attacks and unauthorized security intrusions. It is possible for such vulnerabilities to remain undetected for an extended period. Like other large companies, certain of our information technology systems have been subject to computer viruses, malicious code, unauthorized access, phishing attempts, denial-of-service attacks and other cyber attacks and we expect to be subject to similar attackscomply with changes in the future.applicable laws and regulations could require significant research and development investments, increase the cost of providing the products and services and adversely affect the demand for our products and services. The methods usedU.S. federal government and various states and municipalities have enacted or may enact legislation intended to obtain unauthorized access, disabledeny government contracts to U.S. companies that reincorporate outside of the U.S. or degrade service,have reincorporated outside of the U.S or sabotage information technology systems are constantly changing and evolving. Despite having instituted security policies and business continuity plans, and implementing and regularly reviewing and updating processes and procedures to protect against unauthorized access, the ever-evolving threats mean we must continually evaluate and adapt our systems and processes, and there is no guarantee that they will be adequate to safeguard against all data security breaches or misuses of data. Hardware, software or applications we develop or obtain from third parties may contain defects in design or deployment ortake other problems that could unexpectedly result in security breaches or disruptions. Our systems, networks and certain of our control products may also be vulnerable to system damage, malicious attacks from hackers, employee errors or misconduct, viruses, power and utility outages, and other catastrophic events. Any of these incidents could cause significant harm to our business byactions negatively impacting such companies. If we are unable to effectively respond to changes to applicable laws and regulations, interpretations of applicable laws and regulations, or comply with existing and future laws and regulations, our business operations, compromising the security of our proprietary information or the personally identifiable information of our customers, employees and business partners, exposing us to litigation or other legal actions against us or the imposition of penalties, fines, fees or liabilities. Such events could have a material adverse impact on ourcompetitive position, results of operations, financial condition and cash flows could be materially adversely impacted.
Global climate change and related regulations could damage our reputation which could adverselynegatively affect our business. Our insurance coverage may not be adequate
Refrigerants are essential to cover all the costs related to a cybersecurity attack or disruptions resulting from such attacks. Customers are increasingly requiring cybersecurity protections and mandating cybersecurity standards inmany of our products and we may incur additional coststhere is concern regarding the global warming potential of such materials. As such, national, regional and international regulations and policies are being implemented to complycurtail their use. As regulations reduce the use of the current class of widely used refrigerants, our next generation solutions are being adopted globally, with such demands. In addition, data privacy and protection laws are evolving and present increasing compliance challenges, which increase our costs, affect our competitiveness and can exposesales in more than 30 countries to date. Our climate commitment requires us to substantial finesoffer a full line of next generation, lower global warming potential products by 2030 without compromising safety or other penalties.energy efficiency. Additionally, while we met our commitment to reduce energy consumption and the greenhouse gas footprint of our operations by 35 percent by 2020, on a normalized basis, our 2030 commitment requires a much more stringent absolute energy use reduction by 10 percent. While we are committed to pursuing these sustainability objectives, there can be no assurance that our commitments will be successful, that our products will be accepted by the market, that proposed regulation or deregulation will not have a negative competitive impact or that economic returns will match the investment that we are making in new product development.
Concerns regarding global climate change have resulted in the Kigali amendment to the Montreal Protocol, pursuant to which countries have agreed to a scheduled phase down of certain high global warming potential refrigerants. Countries may pass regulations that are even more restrictive than this international accord. Some countries, including the U.S., have not yet ratified the amendment, lowering customer demand for next generation products in these countries. There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty. Such regulatory uncertainty extends to future incentives for energy efficient buildings and vehicles and costs of compliance, which may impact the demand for our products, obsolescence of our products and our results of operations.
Risks Related to Our Business Operations
Commodity shortages and price increases could adversely affect our financial results.
We rely on suppliers to secure commodities, particularly steel and non-ferrous metals, required for the manufacture of our products. A disruption in deliveries from our suppliers or decreased availability of commodities could have an adverse effect on our ability to meet our commitments to customers or increase our operating costs. We believe that available sources of supply will generally be sufficient for our needs for the foreseeable future. Nonetheless, the unavailability of some commodities could have a material adverse impact on our results of operations and cash flows.
Volatility in the prices of these commodities or the impact of inflationary increases could increase the costs of our products and services. We may not be able to pass on these costs to our customers and this could have a material adverse impact on our results of operations and cash flows. Conversely, in the event there is deflation, we may experience pressure from our customers to reduce prices. There can be no assurance that we would be able to reduce our costs (through negotiations with suppliers or other measures) to offset any such price concessions which could adversely impact results of operations and cash flows. While we may use financial derivatives or supplier price locks to hedge against this volatility, by using these instruments we may potentially forego the benefits that might result from favorable fluctuations in prices and could experience lower margins in periods of declining commodity 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.
Some of our purchases are from sole or limited source suppliers for reasons of cost effectiveness, uniqueness of design, or product quality. If these suppliers encounter financial or operating difficulties, we might not be able to quickly establish or qualify replacement sources of supply.
Our business strategy includes acquiring companies, businesses, product lines, plants and assets, entering into joint ventures and making investments that complement our existing businesses. We also occasionally divest businesses that we own. We may not identify acquisition or joint venture candidates or investment opportunities at the same rate as the past. Acquisitions, dispositions, joint ventures and investments that we identify could be unsuccessful or consume significant resources, which could adversely affect our operating results.
We continue to analyze and evaluate the acquisition and divestiture of strategic businesses and product lines, technologies and capabilities, plants and assets, joint ventures and investments with the potential to strengthen our industry position, to enhance our existing set of product and services offerings, to increase productivity and efficiencies, to grow revenues, earnings and cash flow, to help us stay competitive or to reduce costs. There can be no assurance that we will identify or successfully complete transactions with suitable candidates in the future, that we will consummate these transactions at rates similar to the past or that completed transactions will be successful. Strategic transactions may involve significant cash expenditures, debt incurrence, operating losses and expenses that could have a material adverse effect on our business, financial condition, results of operations and cash flows. Such transactions involve numerous other risks, including:
•diversion of management time and attention from daily operations;
•difficulties integrating acquired businesses, technologies and personnel into our business without high costs;
•difficulties in obtaining and verifying the financial statements and other business and other due diligence information of acquired businesses;
•inability to obtain required regulatory approvals and/or required financing on favorable terms;
•potential loss of key employees, key contractual relationships or key customers of either acquired businesses or our business;
•assumption of the liabilities and exposure to unforeseen or undisclosed liabilities of acquired businesses and exposure to regulatory sanctions;
•inheriting internal control deficiencies;
•dilution of interests of holders of our common shares through the issuance of equity securities or equity-linked securities; and
•in the case of joint ventures and other investments, interests that diverge from those of our partners without the ability to direct the management and operations of the joint venture or investment in the manner we believe most appropriate to achieve the expected value.
Any acquisitions, divestitures, joint ventures or investments may ultimately harm our business, financial condition, results of operations and cash flows. There are additional risks related to our Reverse Morris Trust transaction, see page 15 under "Risks Related to the Transactions" for more information.
We may be required to recognize impairment charges for our goodwill and other indefinite-lived intangible assets.
At December 31, 2019,2020, the net carrying value of our goodwill and other indefinite-lived intangible assets totaled $6.8$5.3 billion and $2.8$2.6 billion, respectively. In accordance with generally accepted accounting principles, we assess these assets annually during the fourth quarter for impairment or when there is a significant change in events or circumstances that indicate that the fair value of an asset is more likely than not less than the carrying amount of the asset. Significant negative industry or economic trends, disruptions to our business, unexpected significant changes or planned changes in use of the assets, divestitures and sustained market capitalization declines may result in recognition of impairments to goodwill or other indefinite-lived assets. Any charges relating to such impairments could have a material adverse impact on our results of operations in the periods recognized.
Global climate change and related regulations could negatively affect our business.
Refrigerants are essential to many of our products and there is concern regarding the global warming potential of such materials. As such, national, regional and international regulations and policies are being implemented to curtail their use. As regulations reduce the use of the current class of widely used refrigerants, our next generation solutions are being adopted globally, with sales in more than 30 countries to date. Our climate commitment requires us to offer a full line of next generation, lower global warming potential products by 2030 without compromising safety or energy efficiency. Additionally, we committed to increase energy efficiency and reduce the greenhouse gas footprint of our operations by 35 percent by 2020, which we achieved in 2018, two years early. While we are committed to pursuing these sustainable solutions, there can be no assurance that our commitments will be successful, that our products will be accepted by the market, that proposed regulation or deregulation will not have a negative competitive impact or that economic returns will match the investment that we are making in new product development.
Concerns regarding global climate change have resulted in the Kigali amendment to the Montreal Protocol, pursuant to which countries have agreed to a scheduled phase down of certain high global warming potential refrigerants. Countries may pass regulations that are even more restrictive than this international accord. Some countries, including the U.S., have not yet ratified the amendment and there could be lower customer demand for next generation products in these countries. There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty. In addition, the U.S. withdrawal from the Paris Accord could affect our competitiveness in certain markets. Such regulatory uncertainty extends to future incentives for energy efficient buildings and vehicles and costs of compliance, which may impact the demand for our products, obsolescence of our products and our results of operations.
Natural disasters, epidemics or other unexpected events may disrupt our operations, adversely affect our results of operations and financial condition, and may not be fully covered by insurance.
The occurrence of one or more unexpected events including hurricanes, fires, earthquakes, floods and other forms of severe weather, health epidemics or pandemics or other contagious outbreaks or other unexpected events in the U.S. or in other countries in which we operate or are located could adversely affect our operations and financial performance. Natural disasters, power outages, health epidemics or pandemics or other contagious outbreaks or other unexpected events could result in physical damage to and complete or partial closure of one or more of our plants, temporary or long-term disruption of our operations by causing business interruptions or by impacting the availability and cost of materials needed for manufacturing. Existing insurance arrangements may not provide full protection for the costs that may arise from such events, particularly if such events are catastrophic in nature or occur in combination. The occurrence of any of these events could increase our insurance and other operating costs or harm our sales in affected areas.
Some of the markets in which we operate are cyclical and seasonal and demand for our products and services couldOur business may be adversely affected by downturns in these industries.work stoppages, union negotiations, labor disputes and other matters associated with our labor force.
Demand for mostCertain of our productsemployees are covered by collective bargaining agreements or works councils. We experience from time to time work stoppages, union negotiations, labor disputes and services depends on the levelother matters associated with our labor force and some of new capital investmentthese events
could result in significant increases in our cost of labor, impact our productivity or damage our reputation. Additionally, a work stoppage at one of our suppliers could materially and planned maintenance expendituresadversely affect our operations if an alternative source of supply were not readily available. Stoppages by our customers. The levelemployees of capital expenditures by our customers fluctuates based on planned expansions, new builds, repairs, commodity prices, general economic conditions, availability of credit, inflation, interest rates, market forecasts, tax and regulatory developments, trade policies, fiscal spending and sociopolitcal factors among others.
Our commercial and residential HVAC businesses provide products and services to a wide range of markets, including significant sales to the commercial and residential construction markets. Weaknesscould also result in either or both of these construction markets may negatively impact thereduced demand for our products and services.
Demand for our commercial and residential HVAC business is also influenced by weather conditions. For instance, sales in our commercial and residential HVAC businesses historically tend to be seasonally higher in the second and third quarters of the year because, in the U.S. and other northern hemisphere markets, spring and summer are the peak seasons for sales of air conditioning systems and services. The results of any quarterly period may not be indicative of expected results for a full year and unusual weather patterns or events could negatively or positively affect our business and impact overall results of operations.
The business of many of our industrial customers, particularly oil and gas companies are to varying degrees cyclical and have experienced periodic downturns. During such economic downturns, customers in these industries historically have tended to delay major capital projects, maintenance projects and upgrades.
Decrease in the demand for our products and services could have a material adverse impact on our results of operations and cash flow.
Our business strategy includes acquiring companies, product lines, plants and assets, entering into joint ventures and making investments that complement our existing businesses. We also occasionally divest businesses that we own. We may not identify acquisition or joint venture candidates at the same rate as the past. Acquisitions, dispositions, joint ventures and investments that we identify could be unsuccessful or consume significant resources, which could adversely affect our operating results.
We continue to analyze and evaluate the acquisition and divestiture of strategic businesses and product lines, technologies and capabilities, plants and assets, joint ventures and investments with the potential to strengthen our industry position, to enhance our existing set of product and services offerings, to increase productivity and efficiencies, to grow revenues, earnings and cash flow, to help us stay competitive or to reduce costs. There can be no assurance that we will identify or successfully complete transactions with suitable candidates in the future, that we will consummate these transactions at rates similar to the past or that completed transactions will be successful. Strategic transactions may involve significant cash expenditures, debt incurrence, operating losses and expenses that could have a material adverse effect on our business, financial condition, results of operations and cash flows. Such transactions involve numerous other risks, including:
diversion of management time and attention from daily operations;
difficulties integrating acquired businesses, technologies and personnel into our business;
difficulties in obtaining and verifying the financial statements and other business information of acquired businesses;
inability to obtain required regulatory approvals and/or required financing on favorable terms;
potential loss of key employees, key contractual relationships or key customers of either acquired businesses or our business;
assumption of the liabilities and exposure to unforeseen or undisclosed liabilities of acquired businesses and exposure to regulatory sanctions;
inheriting internal control deficiencies;
dilution of interests of holders of our common shares through the issuance of equity securities or equity-linked securities; and
in the case of joint ventures and other investments, interests that diverge from those of our partners without the ability to direct the management and operations of the joint venture or investment in the manner we believe most appropriate to achieve the expected value.
It may be difficult for us to complete transactions quickly without high costs and to integrate acquired operations efficiently into our business operations. Any acquisitions, divestitures, joint ventures or investments may ultimately harm our business, financial condition, results of operations and cash flows. There are additional risks related to our Reverse Morris Trust transaction, see page 15 under "Risks Related to the Transactions" for more information.
Our operations are subject to regulatory risks.
Our U.S. and non-U.S. operations are subject to a number of laws and regulations, including among others, laws related to the environment and health and safety. We have made, and will be required to continue to make, significant expenditures to comply with these laws and regulations. Any violations of applicable laws and regulations could lead to significant penalties, fines or other sanctions. Changes in current laws and regulations could require us to increase our compliance expenditures, cause us to significantly alter or discontinue offering existing products and services or cause us to develop new products and services. Altering current products and services or developing new products and services to comply with changes in the applicable laws and regulations could require significant research and development investments, increase the cost of providing the products and services and adversely affect the demand for our products and services. The U.S. federal government and various states and municipalities have enacted or may enact legislation intended to deny government contracts to U.S. companies that reincorporate outside of the U.S. or have reincorporated outside of the U.S or may take other actions negatively impacting such companies. If we are unable to effectively respond to changes to applicable laws and regulations, interpretations of applicable laws and regulations, or comply with existing and future laws and regulations, our competitive position, results of operations, financial condition and cash flows could be materially adversely impacted.
Intellectual property infringement claims of others and the inability to protect our intellectual property rights could harm our competitive position.
The Company's intellectual property rights are important to its business and include numerous patents, trademarks, copyrights, trade secrets, proprietary technology, technical data, business processes, and other confidential information. Although in aggregate we consider our intellectual property rights to be valuable to our operations, we do not believe that our business is materially dependent on a single intellectual property right or any group of them. In our opinion, engineering, production skills and experience are more responsible for our market position than our patents and/or licenses.
Nonetheless, this intellectual property may be subject to challenge, infringement, invalidation or circumvention by third parties. Despite extensive security measures, our intellectual property may be subject to misappropriation through unauthorized access of our information technology systems, employee theft, or theft by private parties or foreign actors, including those affiliated with or controlled by state actors. Our business and competitive position could be harmed by such events. Our ability to protect our intellectual property rights by legal recourse or otherwise may be limited, particularly in countries where laws or enforcement practices are inadequate or undeveloped. Our inability to enforce our IP rights under any of these circumstances could have an impact on our competitive position and business.products.
Risks Relating to Our Operations and Corporate Structure
Our corporate structure has resulted from prior corporate reorganizations and related transactions. These various transactions exposed us and our shareholders to the risks described below. In addition, we cannot be assured that all of the anticipated benefits of our operations and corporate structure will be realized.Tax Matters
Changes in tax or other laws, regulations or treaties, including the enactment of the U.S. Tax Cuts and Jobs Act, changes in our status under U.S. or non-U.S. laws or adverse determinations by taxing or other governmental authorities could increase our tax burden or otherwise affect our financial condition or operating results, as well as subject our shareholders to additional taxes.
The realization of any tax benefit related to our operations and corporate structure could be impacted by changes in tax or other laws, treaties or regulations or the interpretation or enforcement thereof by the U.S. or non-U.S. tax or other governmental authorities. Enacted comprehensive tax reform legislation in December 2017 known as the Tax Cuts and Jobs Act (the Act) made broad and complex changes to the U.S. tax code. As part of the migration from a worldwide system of taxation to a modified territorial system for corporations, the Act imposed a transition tax on certain unrepatriated earnings of non-U.S. subsidiaries. We recorded certain chargessubsidiaries and benefits in connection withan additional annual U.S. tax on the Act and have taken a charge in connection with the mandatory deemed repatriation of earnings of certain of our Non-U.S. subsidiaries,non-U.S. subsidiaries. The Act also imposed new and we have recorded other charges and benefits, set forth in greater detail in Note 18 to the Consolidated Financial Statements. Any additional impacts from the Act will be determined as the U.S. Department of Treasury and/or the IRS continue to release proposed and final guidance on certain relevant provisions of the Act which should provide better clarity regarding the interpretation, interaction and application of these rules; the new law’s substantial limitations on, and/or the elimination of, certain tax deductions (including interest) and the introduction of new taxing provisions, among other items, may increasecredits (including foreign tax credits) that could adversely impact our overalleffective tax burdenrate or otherwise negatively impact the Company. Moreover, our overall tax burden may also be adversely impacted by any tax law changes implemented by other countries.operating cash flows.
Notwithstanding this change in U.S. tax law, we continue to monitor for other tax changes, U.S. and non-U.S. related.related, which can also adversely impact our overall tax burden. From time to time, proposals have been made and/or legislation has been introduced to change the tax laws, regulations or interpretations thereof of various jurisdictions or limit tax treaty benefits that if enacted or implemented could materially increase our tax burden and/or effective tax rate and could have a material adverse impact on our financial condition and results of operations. Moreover, the Organisation for Economic Co-operation and Development has released proposals to create an agreed set of international rules for fighting base erosion and profit shifting, including Pillar One and Pillar Two, such that tax laws in countries in which we do business could change on a prospective or retroactive basis, and any such changes could adversely impact us. Finally, the European Commission has been very active in investigating whether various tax regimes or private tax rulings provided by a country to particular taxpayers may constitute State Aid. We cannot predict the outcome of any of these potential changes or investigations in any of the jurisdictions, but if any of the above occurs and impacts us, this could materially increase our tax burden and/or effective tax rate and could have a material adverse impact on our financial condition and results of operations.
While we monitor proposals and other developments that would materially impact our tax burden and/or effective tax rate and investigate our options, we could still be subject to increased taxation on a going forward basis no matter what action we undertake if certain legislative proposals or regulatory changes are enacted, certain tax treaties are amended and/or our interpretation of applicable tax or other laws is challenged and determined to be incorrect. In particular, any changes and/or differing interpretations of applicable tax law that have the effect of disregarding the shareholders' decision to reorganize in Ireland, limiting our ability to take advantage of tax treaties between jurisdictions, modifying or eliminating the deductibility of various currently deductible payments, or increasing the tax burden of operating or being resident in a particular country could subject us to increased taxation.
In addition, tax authorities periodically review income tax returns filed by us and can raise issues regarding our filing positions, timing and amount of income or deductions, and the allocation of income among the jurisdictions in which we operate. These examinations on their own, or any subsequent litigation related to the examinations, may result in additional taxes or penalties against us. If the ultimate result of these audits differ from our original or adjusted estimates, they could have a material impact on our tax provision.
Risks Related to our Reverse Morris Trust Transaction
On February 29, 2020 (the 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. 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 our shareholders of record as of February 24, 2020. Ingersoll Rand Industrial then merged with a wholly-owned subsidiary of Gardner Denver. Upon close of the Transaction, our existing shareholders received approximately 50.1% of the shares of Gardner Denver common stock on a fully-diluted basis and Gardner Denver stockholders retained approximately 49.9% of the shares of Gardner Denver on a fully diluted basis. As a result, our shareholders received 0.8824 shares of Gardner Denver common stock with respect to each share of our stock owned as of February 24, 2020. In connection with the Transaction, Ingersoll-Rand Services Company, an affiliate of Ingersoll Rand Industrial, borrowed an aggregate principal amount of $1.9 billion under a senior secured first lien term loan facility (the Term Loan), the proceeds of which were transferred to one of our wholly-owned subsidiaries. The obligations under the Term Loan were retained by Ingersoll-Rand Services Company, which following the Transaction is a wholly-owned subsidiary of Ingersoll
Rand Inc. Following the Transaction, our Company was renamed Trane Technologies plc and trades under the symbol “TT” on the NYSE.
If the Distribution is determined to be taxable for Irish tax purposes, significant Irish tax liabilities may arise for our shareholders.
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, regarding certain Irish tax consequences for shareholders of the Distribution. For our shareholders that are not resident or ordinarily resident in Ireland for Irish tax purposes and that do not hold their shares in connection with a trade or business carried on by such shareholders through an Irish branch or agency, we consider, based on both opinions taken together, that no adverse Irish tax consequences for such 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, certain of our shareholders and we could have significant Irish tax liabilities as a result of the Distribution, and there could be a material adverse impact on our business, financial condition, results of operations and cash flows in future reporting periods.
If the Distribution together with certain related transactions do not qualify as tax-free under Sections 355 and 368(a) of the Code, including as a result of subsequent acquisitions of stock of the Company or Ingersoll Rand Inc., then the Company and our shareholders may be required to pay substantial U.S. federal income taxes, and Ingersoll Rand Inc. may be obligated to indemnify the Company for such taxes imposed on the Company.
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 Gardner Denver will qualify as a tax-free transaction under Sections 368(a), 361 and 355 of the Code, with the result that we and our 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 Gardner Denver, 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, the 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 Inc., Ingersoll Rand Inc. would be required to bear the cost of any resultant tax liability pursuant to the terms of the Tax Matters Agreement.
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 Inc.), 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 our shareholders, but instead may result in corporate-level taxable gain to certain of our subsidiaries. Because our shareholders will collectively be treated as owning more than 50% of the Ingersoll Rand Inc. 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 Inc. 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 Inc. or certain specified Ingersoll Rand Inc. stockholders, Ingersoll Rand Inc. 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.
If the merger does not qualify as a tax-free reorganization under Section 368(a) of the Code, our shareholders may be required to pay substantial U.S. federal income taxes.
We have received an opinion from Paul Weiss, and Ingersoll Rand Inc. has 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 Gardner Denver 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 Gardner Denver common stock). These opinions were based upon, among other things, certain representations and assumptions as to factual matters made by Ingersoll Rand Inc., the Company, Ingersoll Rand Industrial and the merger subsidiary used by Ingersoll Rand Inc. 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 will be 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 Ingersoll Rand Industrial would be considered to have made a taxable sale of their Ingersoll Rand Industrial common stock to Ingersoll Rand Inc., and such U.S. holders of Ingersoll Rand Industrial would generally recognize taxable gain or loss on their receipt of Ingersoll Rand Inc. common stock in the merger.
Risks Related to Our Irish Domicile
Irish law differs from the laws in effect in the United States and may afford less protection to holders of our securities.
The United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As such, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on U.S. federal or state civil liability laws, including the civil liability provisions of the U.S. federal or state securities laws, or hear actions against us or those persons based on those laws.
As an Irish company, we are governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions, indemnification of directors and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States. In addition, Irish law does not allow for any form of legal proceedings directly equivalent to the class action available in the United States.
Irish law allows shareholders to authorize share capital which then can be issued by a board of directors without shareholder approval. Also, subject to specified exceptions, Irish law grants statutory pre-emptive rights to existing shareholders to subscribe for new issuances of shares for cash, but allows shareholders to authorize the waiver of the statutory pre-emptive rights with respect to any particular allotment of shares. Under Irish law, we must have authority from our shareholders to issue any shares, including shares that are part of the Company’s authorized but unissued share capital. In addition, unless otherwise authorized by its shareholders, when an Irish company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders on a pro-rata basis. If we are unable to obtain these authorizations from our shareholders, or are otherwise limited by the terms of our authorizations, our ability to issue shares or otherwise raise capital could be adversely affected.
Dividends received by our shareholders may be subject to Irish dividend withholding tax.
In certain circumstances, we are required to deduct Irish dividend withholding tax (currently at the rate of 25%) from dividends paid to our shareholders. In the majority of cases, shareholders resident in the United States will not be subject to Irish withholding tax, and shareholders resident in a number of other countries will not be subject to Irish withholding tax provided that they complete certain Irish dividend withholding tax forms. However, some shareholders may be subject to withholding tax, which could have an adverse impact on the price of our shares.
Dividends received by our shareholders could be subject to Irish income tax.
Dividends paid in respect of our shares will generally not be subject to Irish income tax where the beneficial owner of these dividends is exempt from dividend withholding tax, unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Ingersoll-RandTrane Technologies plc.
Our shareholders who receive their dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax on the dividends unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Ingersoll-RandTrane Technologies plc.
Risks Related to the TransactionsIn April 2019, we announced that we entered into a Reverse Morris Trust transaction with Gardner Denver Holdings, Inc. (GDI) pursuant to which we would cause specific assets and liabilities
The proposed Reverse Morris Trust transaction with GDI is subject to various risks and uncertainties, and there is no assurance that the transaction will be completed on the terms or timeline contemplated, if at all.
The consummation of the merger is subject to numerous conditions, including (i) consummation of certain transactions (such as the separation of the Ingersoll Rand Industrial Business from our other business) and financings, (ii) the receipt of GDI stockholder approval for the transaction, and (iii) the receipt of certain regulatory approvals. The completion of the pending Reverse Morris
Trust transaction is also subject to our receipt of an opinion (i) from U.S. tax counsel regarding the qualification of each of the distribution of shares of a company comprised of our Industrial segment businesses to our shareholders, certain internal transactions undertaken in anticipation of such distribution and the subsequent merger of this company with GDI as a tax-free transaction for U.S. federal income tax purposes and (ii) from Irish tax counsel that there will be no adverse Irish tax consequences, other than in respect of certain tax matters relevant only to certain of our Irish shareholders, as a result of the transaction. The completion of the transaction is also subject to the receipt by GDI of an opinion from its U.S. tax counsel regarding the qualification of the merger as a tax-free transaction for U.S. federal income tax purposes.
There can be no assurance that the merger and related transactions will be consummated on the terms or timeline currently contemplated, or at all.
Governmental agencies may not approve the merger or the related transactions necessary to complete the merger or may impose conditions to the approval of such transactions or require changes to the terms of such transactions. Any such conditions or changes could have the effect of delaying completion of the merger or otherwise reducing the anticipated benefits of the merger and such condition or change might cause the Company and/or GDI to restructure or terminate the merger or the related transactions.
We are subject to business uncertainties while the Reverse Morris Trust transaction with GDI is pending and the transaction may have an adverse effect on us even if not completed.
Uncertainty about the effect of the pending Reverse Morris Trust transaction with GDI on our employees, customers, partners, and suppliers may have adverse effects on our business, financial condition and results of operations. Our employees may be distracted due to uncertainty about their future roles with each of the separate companies pending the completion of the transaction, and we may face challenges in attracting, retaining and motivating key employees. Some of our suppliers or customers may delay or defer decisions or may end their relationships with us or our Industrial segment businesses, which could negatively affect revenues, earnings and cash flows of ours and our Industrial segment businesses. Execution of the proposed transaction will require significant time and attention from management, which may distract management from the operation of our businesses and the execution of other initiatives that may have been beneficial to us. Any delays in completion of the proposed Reverse Morris Trust transaction may increase the amount of time, effort, and expense that we devote to the transaction. We will be required to pay certain costs and expenses relating to the transaction, such as legal, accounting and other professional fees, whether or not it is completed. We may experience negative reactions from the financial markets if we fail to complete the transaction. Any of these factors could have a material adverse effect on our financial condition, results of operations, cash flows and the market price of our shares.
We may be unable to achieve some or all of the benefits that we expect to achieve from the transaction.
Although we believe that the pending Reverse Morris Trust transaction will provide financial, operational, managerial and other benefits to us and our shareholders, the transaction may not provide the results on the scope or on the scale we anticipate, and the assumed benefits of the transaction may not be fully realized. Accordingly, the transaction might not provide us and our shareholders benefits or value in excess of the benefits and value that might have been created or realized had we retained the Industrial segment businesses or undertaken another strategic alternative involving such businesses. Following the separation, distribution and subsequent merger, our remaining company Trane Technologies will be less diversified with a focus on climate control solutions for buildings, homes and transportation and may be more vulnerable to changing market conditions, which could materially adversely affect our business, results of operations and financial condition. These changes may not meet some shareholders’ investment strategies, which could cause investors to sell their holdings in our shares and result in a decrease in the market price of our shares.
If the Distribution together with certain related transactions do not qualify as tax-free under Sections 355 and 368(a) of the Code, including as a result of subsequent acquisitions of stock of the Company or GDI, then the Company and our shareholders may be required to pay substantial U.S. federal income taxes, and GDI may be obligated to indemnify the Company for such taxes imposed on the Company.
The Distribution together with certain related transactions and the merger are conditioned upon our receipt of an opinion of counsel, to the effect that the Distribution together with certain related transactions will qualify as tax-free to our Company, Ingersoll Rand Industrial, other of our subsidiaries and our shareholders, as applicable, for U.S. federal income tax purposes. The opinion of our counsel will be based on, among other things, certain representations and assumptions as to factual matters made by GDI, 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, the opinion will be based on current law, and cannot be relied upon if current law changes with retroactive effect.
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, 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 our shareholders, but instead may result in corporate-level taxable gain to certain of our subsidiaries. Because our shareholders will collectively be treated as owning more than 50% of the GDI 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 GDI 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, GDI or certain specified GDI stockholders, GDI 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.
If the merger does not qualify as a tax-free reorganization under Section 368(a) of the Code, our shareholders may be required to pay substantial U.S. federal income taxes.
The obligations of Ingersoll Rand Industrial and GDI to consummate the merger are conditioned, respectively, on our receipt of an opinion from our counsel and GDI’s receipt of an opinion from their counsel in each case to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. These opinions will be based upon, among other things, certain representations and assumptions as to factual matters made by GDI, the Company, Ingersoll Rand Industrial and Merger Sub. 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 will be 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 Ingersoll Rand Industrial would be considered to have made a taxable sale of their Ingersoll Rand Industrial common stock to GDI, and such U.S. holders of Ingersoll Rand Industrial would generally recognize taxable gain or loss on their receipt of GDI common stock in the merger.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2. PROPERTIES
As of December 31, 2019,2020, we owned or leased a total of approximately 3326 million square feet of space worldwide. Manufacturing and assembly operations are conducted in 5935 plants across the world. We also maintain various warehouses, offices and repair centers throughout the world. The majority of our plant facilities are owned by us with the remainder under long-term lease arrangements. We believe that our plants have been well maintained, are generally in good condition and are suitable for the conduct ofconducting our business.
The locations by segment of our principal plant facilities at December 31, 20192020 were as follows:
|
| | | | | | | | | | | | | |
ClimateAmericas | | EMEA | | Asia Pacific |
Americas | | Europe and Middle East | | Asia Pacific and India |
| Arecibo, Puerto Rico | | Barcelona, Spain | | Bangkok, Thailand |
| Brampton, Ontario | | Bari, Italy | | Taicang, China |
| Charlotte, North Carolina | | Charmes, France | | Zhongshan,Wujiang, China |
| Clarksville, Tennessee | | Essen, Germany | | Zhongshan, China |
| Columbia, South Carolina | | Galway, Ireland | | |
| Curitiba, Brazil | | Golbey, France | | |
| Fairlawn, New Jersey | | King Abdullah Economic City, Saudi Arabia | | |
| Fort Smith, Arkansas | | Kolin, Czech Republic | | |
Fremont, Ohio | | | | |
Grand Rapids, Michigan | | | | |
Hastings, Nebraska | | | | |
La Crosse, Wisconsin | | | | |
Lexington, Kentucky | | | | |
Lynn Haven, Florida | | | | |
Monterrey, Mexico | | | | |
Newberry, South Carolina | | | | |
Pueblo, Colorado | | | | |
Rushville, Indiana | | | | |
St. Paul, Minnesota | | | | |
Trenton, New Jersey | | | | |
Tyler, Texas | | | | |
Vidalia, Georgia | | | | |
Waco, Texas | | | | |
|
| Fremont, Ohio | | | | |
IndustrialGrand Rapids, Michigan | | | | |
AmericasHastings, Nebraska | | Europe and Middle East | | Asia Pacific and India |
Augusta, GeorgiaLa Crosse, Wisconsin | | Bordeaux, France | | Changzhou, China |
Burbank, CaliforniaLexington, Kentucky | | Fogliano Redipuglia, Italy | | Chennai, India |
Campbellsville, KentuckyLynn Haven, Florida | | Logatec, Slovenia | | Guilin, China |
Dorval, CanadaMonterrey, Mexico | | Pont St. Pierre, France | | Naroda, India |
Ivyland, PennsylvaniaNewberry, South Carolina | | Sin le Noble, France | | Sahibabad, India |
Kent, WashingtonPueblo, Colorado | | Sunderland, UK | | Shanghai, China |
Mocksville, North CarolinaRushville, Indiana | | Vignate, Italy | | Wujiang, China |
Sarasota, FloridaSt. Paul, Minnesota | | Wasquehal, France | | |
Southern Pines, North CarolinaTrenton, New Jersey | | | | |
West Chester, PennsylvaniaTyler, Texas | | | | |
| Vidalia, Georgia | | | | |
| Waco, Texas | | | | |
Item 3. LEGAL PROCEEDINGS
In the normal course of business, we are involved in a variety of lawsuits, claims and legal proceedings, including commercial and contract disputes, employment matters, product liability and product defect claims, asbestos-related claims, environmental liabilities, intellectual property disputes, and tax-related matters. In our opinion, pending legal matters are not expected to have a material adverse impact on our results of operations, financial condition, liquidity or cash flows.
Asbestos-Related Matters
CertainOn the Petition Date, Aldrich and Murray each filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code. 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. Only Aldrich and Murray have filed for Chapter 11 relief. Neither Aldrich's wholly-owned subsidiary, 200 Park, Murray's wholly-owned subsidiary, ClimateLabs, Trane Technologies plc nor the Trane Companies are part of the Chapter 11 filings.
The goal of these Chapter 11 filings is an efficient and permanent resolution of all current and future asbestos claims through court approval of a plan of reorganization, which would establish, in accordance with section 524(g) of the Bankruptcy Code, a trust to pay all asbestos claims. Such a resolution, if achieved, would likely include a channeling injunction to enjoin asbestos
claims resolved in the Chapter 11 cases from being filed or pursued against us or our affiliates. The Chapter 11 cases remain pending as of December 31, 2020.
Prior to the Petition Date, certain of our wholly-owned subsidiaries and former companies arewere named as defendants in asbestos-related lawsuits in state and federal courts. In virtually all of the suits, a large number of other companies have also been named as defendants. The vast majority of those claims allege injury caused by exposure to asbestos contained in certain historical products, primarily pumps, boilers and railroad brake shoes. None of our existing or previously-owned businesses were a producer or manufacturer of asbestos.
See also the discussion under Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Contingent Liabilities," and alsoin Note 22 to the Consolidated Financial Statements.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.None.
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Information regarding the principal market for our ordinary shares and related shareholder matters is as follows:
Our ordinary shares are traded on the New York Stock Exchange under the symbol IR.TT. As of February 1, 2020,2021, the approximate number of record holders of ordinary shares was 2,753.2,656.
Issuer Purchases of Equity Securities
The following table provides information with respect to purchases by us of our ordinary shares during the quarter ended December 31, 2019:2020:
| | | Period | | Total number of shares purchased (000's) (a) (b) | | Average price paid per share (a) (b) | | Total number of shares purchased as part of program (000's) (a) | | Approximate dollar value of shares still available to be purchased under the program ($000's) (a) | Period | | Total number of shares purchased (000's) (a) (b) | | Average price paid per share (a) (b) | | Total number of shares purchased as part of program (000's) (a) | | Approximate dollar value of shares still available to be purchased under the program ($000's) (a) |
| October 1 - October 31 | | 0.4 |
| | $ | 117.02 |
| | — |
| | $ | 999,961 |
| October 1 - October 31 | | 6.9 | | | $ | 122.56 | | | — | | | $ | 749,959 | |
| November 1 - November 30 | | 1,016.6 |
| | 129.43 |
| | 1,016.6 |
| | $ | 868,382 |
| November 1 - November 30 | | 832.2 | | | 143.05 | | | 832.2 | | | $ | 630,910 | |
| December 1 - December 31 | | 897.9 |
| | 132.10 |
| | 896.4 |
| | $ | 749,959 |
| December 1 - December 31 | | 922.9 | | | 142.06 | | | 921.9 | | | $ | 499,956 | |
| Total | | 1,914.9 |
| | $ | 130.68 |
| | 1,913.0 |
| | | Total | | 1,762.0 | | | $ | 142.45 | | | 1,754.1 | | |
(a) Share repurchases are made from time to time in accordance with management's capital allocation strategy, subject to market conditions and regulatory requirements. In October 2018, our Board of Directors authorized the repurchase of up to $1.5 billion of our ordinary shares under a share repurchase program (2018 Authorization) upon completion of the prior authorized share repurchase program. During the fourth quarter of 2019,2020, we repurchased and canceled approximately $250 million of our ordinary shares leaving approximately $750$500 million remaining under the 2018 Authorization.
(b) We may also reacquire shares outside of the repurchase program from time to time in connection with the surrender of shares to cover taxes on vesting of share based awards. We reacquired 3946,925 shares in October 9 shares in November and 1,4111,045 shares in December in transactions outside the repurchase programs.
Performance Graph
The following graph compares the cumulative total shareholder return on our ordinary shares with the cumulative total return on (i) the Standard & Poor’s 500 Stock Index and (ii) the Standard & Poor’s 500 Industrial Index for the five years ended December 31, 2019.2020. The graph assumes an investment of $100 in our ordinary shares (adjusted for the Transaction), the Standard & Poor’s 500 Stock Index and the Standard & Poor’s 500 Industrial Index on December 31, 20142015 and assumes the reinvestment of dividends.
| | | | | | | | | | | | | | | | | | | | |
| Company/Index | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
| Trane Technologies | 100 | 139 | 168 | 175 | 260 | 373 |
| S&P 500 | 100 | 112 | 136 | 130 | 171 | 203 |
| S&P 500 Industrials Index | 100 | 119 | 144 | 125 | 161 | 179 |
|
| | | | | | |
| Company/Index | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 |
| Ingersoll Rand | 100 | 89 | 123 | 149 | 156 | 231 |
| S&P 500 | 100 | 101 | 113 | 138 | 132 | 174 |
| S&P 500 Industrials Index | 100 | 97 | 116 | 140 | 121 | 157 |
Item 6. SELECTED FINANCIAL DATA
In connection with the completion of the Transaction, we do not beneficially own any Ingersoll Rand Industrial shares of common stock and no longer consolidate Ingersoll Rand Industrial in our financial statements. As a result, the following Selected Financial Data presents the results of Ingersoll Rand Industrial as a discontinued operation for periods prior to the Distribution date.
In millions, except per share amounts:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At and for the years ended December 31, | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 |
| | | | | | | | | | |
| Net revenues | | $ | 12,454.7 | | | $ | 13,075.9 | | | $ | 12,343.8 | | | $ | 11,167.5 | | | $ | 10,545.0 | |
| | | | | | | | | | |
| Net earnings (loss) attributable to Trane Technologies plc ordinary shareholders: | | | | | | | | | | |
| Continuing operations | | 977.2 | | | 1,145.1 | | | 1,007.8 | | | 1,072.8 | | | 1,222.2 | |
| Discontinued operations | | (122.3) | | | 265.8 | | | 329.8 | | | 229.8 | | | 254.0 | |
| | | | | | | | | | |
| Total assets | | 18,156.7 | | | 20,492.3 | | | 17,914.9 | | | 18,173.3 | | | 17,397.4 | |
| | | | | | | | | | |
| Total debt | | 5,272.1 | | | 5,573.2 | | | 4,091.2 | | | 4,064.0 | | | 4,070.1 | |
| | | | | | | | | | |
| Total Trane Technologies plc shareholders’ equity | | 6,407.7 | | | 7,267.6 | | | 7,022.7 | | | 7,140.3 | | | 6,643.8 | |
| | | | | | | | | | |
| Earnings (loss) per share attributable to Trane Technologies plc ordinary shareholders: | | | | | | | | | | |
| Basic: | | | | | | | | | | |
| Continuing operations | | $ | 4.07 | | | $ | 4.74 | | | $ | 4.08 | | | $ | 4.21 | | | $ | 4.72 | |
| Discontinued operations | | (0.51) | | | 1.10 | | | 1.33 | | | 0.90 | | | 0.98 | |
| | | | | | | | | | |
| Diluted: | | | | | | | | | | |
| Continuing operations | | $ | 4.02 | | | $ | 4.69 | | | $ | 4.03 | | | $ | 4.16 | | | $ | 4.67 | |
| Discontinued operations | | (0.50) | | | 1.08 | | | 1.32 | | | 0.89 | | | 0.98 | |
| | | | | | | | | | |
| Dividends declared per ordinary share | | $ | 2.12 | | | $ | 2.12 | | | $ | 1.96 | | | $ | 1.70 | | | $ | 1.36 | |
|
| | | | | | | | | | | | | | | | | | | | |
| At and for the years ended December 31, | | 2019 (1) | | 2018 | | 2017 | | 2016 | | 2015 |
| | | | | | | | | | | |
| Net revenues | | $ | 16,598.9 |
| | $ | 15,668.2 |
| | $ | 14,197.6 |
| | $ | 13,508.9 |
| | $ | 13,300.7 |
|
| | | | | | | | | | | |
| Net earnings (loss) attributable to Ingersoll-Rand plc ordinary shareholders: | | | | | | | | | | |
| Continuing operations | | 1,370.3 |
| | 1,359.1 |
| | 1,328.0 |
| | 1,443.3 |
| | 688.9 |
|
| Discontinued operations | | 40.6 |
| | (21.5 | ) | | (25.4 | ) | | 32.9 |
| | (24.3 | ) |
| | | | | | | | | | | |
| Total assets | | 20,492.3 |
| | 17,914.9 |
| | 18,173.3 |
| | 17,397.4 |
| | 16,717.6 |
|
| | | | | | | | | | | |
| Total debt | | 5,573.4 |
| | 4,091.3 |
| | 4,064.0 |
| | 4,070.2 |
| | 4,217.8 |
|
| | | | | | | | | | | |
| Total Ingersoll-Rand plc shareholders’ equity | | 7,267.6 |
| | 7,022.7 |
| | 7,140.3 |
| | 6,643.8 |
| | 5,816.7 |
|
| | | | | | | | | | | |
| Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders: | | | | | | | | | | |
| Basic: | | | | | | | | | | |
| Continuing operations | | $ | 5.67 |
| | $ | 5.50 |
| | $ | 5.21 |
| | $ | 5.57 |
| | $ | 2.60 |
|
| Discontinued operations | | 0.17 |
| | (0.09 | ) | | (0.10 | ) | | 0.13 |
| | (0.09 | ) |
| | | | | | | | | | | |
| Diluted: | | | | | | | | | | |
| Continuing operations | | $ | 5.61 |
| | $ | 5.43 |
| | $ | 5.14 |
| | $ | 5.52 |
| | $ | 2.57 |
|
| Discontinued operations | | 0.16 |
| | (0.08 | ) | | (0.09 | ) | | 0.13 |
| | (0.09 | ) |
| | | | | | | | | | | |
| Dividends declared per ordinary share | | $ | 2.12 |
| | $ | 1.96 |
| | $ | 1.70 |
| | $ | 1.36 |
| | $ | 1.16 |
|
(1) During 2019, the Company acquired PFS and adopted ASU 2016-02, “Leases” (ASC 842). Refer to Note 19, "Acquisitions and Divestitures" and Note 3, "Summary
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under Item 1A. Risk Factors in this Annual Report on Form 10-K. The following section is qualified in its entirety by the more detailed information, including our financial statements and the notes thereto, which appears elsewhere in this Annual Report.
This section discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018. Discussions of 2017 items and year-to-year comparisons between 2018 and 2017 have been excluded in this Form 10-K and can be found in “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations”Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2018.2019.
Overview
OrganizationOrganizational
Trane Technologies plc is a global climate innovator. We arebring efficient and sustainable climate solutions to buildings, homes and transportation driven by strategic brands Trane® and Thermo King® and an environmentally responsible portfolio of products and services. Prior to the separation of our Industrial segment on February 29, 2020, we announced a diversified, global company that provides products,new organizational model and business segment structure designed to enhance our regional go-to-market capabilities, aligning the structure with our strategy and increased focus on climate innovation. Under the revised structure, we created three new regional operating segments from the former climate segment, which also serve as our reportable segments.
•Our Americas segment innovates for customers in the North America and Latin America regions. The Americas segment encompasses commercial heating and cooling systems, building controls, and energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.
•Our EMEA segment innovates for customers in the Europe, Middle East and Africa regions. The EMEA segment encompasses heating and cooling systems, services and solutions for commercial buildings, and transport refrigeration systems and solutions.
•Our Asia Pacific segment innovates for customers throughout the Asia Pacific region. The Asia Pacific segment encompasses heating and cooling systems, services and solutions for commercial buildings and transport refrigeration systems and solutions.
This model is designed to enhancecreate deep customer focus and relevance in markets around the quality, energy efficiencyworld. All prior period comparative segment information has been recast to reflect the current reportable segments.
Separation of Industrial Segment Business
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. 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 our shareholders of record as of February 24, 2020. Ingersoll Rand Industrial then merged into a wholly-owned subsidiary of Gardner Denver. Upon close of the Transaction, our existing shareholders received approximately 50.1% of the shares of Gardner Denver common stock on a fully-diluted basis and comfortGardner Denver stockholders retained approximately 49.9% of air in homesthe shares of Gardner Denver on a fully diluted basis. As a result, our shareholders received .8824 shares of Gardner Denver common stock with respect to each share owned as of February 24, 2020. In connection with the Transaction, Ingersoll-Rand Services Company, an affiliate of Ingersoll Rand Industrial, borrowed an aggregate principal amount of $1.9 billion under a senior secured first lien term loan facility (Term Loan), the proceeds of which were used to make a special cash payment of $1.9 billion to a subsidiary of ours. The obligations under the Term Loan were retained by Ingersoll-Rand Services Company, which following the Transaction is a wholly-owned subsidiary of Gardner Denver.
In connection with the Transaction, we entered into several agreements covering supply, administrative and buildings, transport and protect food and perishables and increase industrial productivity and efficiency. Our business segments consist of Climate and Industrial, both with strong brands and highly differentiated products within their respective markets. We generate revenue and cash primarily throughtax matters to provide or obtain services on a transitional basis for varying periods after the design, manufacture, sale and service of a diverse portfolio of industrial and commercial products that include well-recognized, premium brand namesDistribution Date. The agreements cover services such as American Standardmanufacturing, information technology, human resources and finance. Income and expenses under these agreements were not material. In accordance with several customary transaction-related agreements between us and Gardner Denver, the parties are in a process to determine final adjustments to working capital, cash and indebtedness amounts as of the Distribution Date, as well as another process to determine funding levels related to pension plans, non-qualified deferred compensation plans and retiree health benefits. As of December 31, 2020, both are ongoing in accordance with the transaction-related agreements. Upon finalization of these agreements, any adjustments will be recognized within ®, ARO®, Club Car®, Ingersoll-Rand®, Thermo King® and Trane®Retained earnings.
Significant Events
COVID-19 Global Pandemic
In March 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a newly discovered coronavirus, known now as COVID-19, as a global pandemic and recommended containment and mitigation measures worldwide. Beginning in the first quarter of 2020, many countries responded by implementing measures to combat the outbreak which impacted global business operations and resulted in our missiondecision to temporarily close or limit our workforce to essential crews within many facilities throughout the world in order to ensure employee safety. In addition, our non-essential employees were instructed to work from home in compliance with global government stay-in-place protocols.
We have been adversely impacted by the COVID-19 global pandemic. Temporary facility closures beginning in the first quarter of being a world leader2020 disrupted results in creating comfortable, sustainablethe Asia Pacific region with impacts more widely felt throughout operations in the Americas and efficient environments,EMEA in the months thereafter. During the second quarter of 2020, we began to reopen facilities while maintaining appropriate health and safety precautions. However, the challenges in connection with the pandemic continued as we experienced lower volume, which negatively impacted revenue, and certain supply chain delays. In response, we proactively initiated cost cutting actions in an effort to mitigate the impact of the pandemic on our business. This included reducing discretionary spending, restricting travel, delaying merit-based salary increases and implementing employee furloughs in certain markets.
We continue to navigate the new realities brought about by the COVID-19 global pandemic as well as any impact on our liquidity needs and ability to access capital markets. Despite these challenges, all production facilities remain open and we continue to focus on growth by increasingsell, install and service our recurring revenue stream from parts, service, controls, used equipmentproducts. During the second half of 2020, we did not experience any major delays in our supply chain and rentals; and to continuously improve the efficiencies and capabilities of the products and services of our businesses. We also continuecontinued to focus on operational excellence strategieshealth and safety precautions to protect our employees and customers. In addition, during the fourth quarter of 2020 we completed several restorative actions including the reinstatement of annual merit-based salary increases and resuming all aspects of our balanced capital allocation strategy which included acquisitions and share repurchases. Operationally, our financial reporting systems, internal control over financial reporting and disclosure controls and procedures continue to operate effectively despite a remote workforce of non-essential front-line employees. We will continue to monitor the ongoing situation as it evolves globally and will assess any potential impacts to our business and financial position.
The preparation of financial statements requires management to use judgments in making estimates and assumptions based on the relevant information available at the end of each period. These estimates and assumptions have a significant effect on reported amounts of assets and liabilities, revenue and expenses, as well as the disclosure of contingencies because they may arise from matters that are inherently uncertain. The financial statements reflect our best estimates as of December 31, 2020 (including as it relates to the actual and potential future impacts of the COVID-19 global pandemic) with respect to the recoverability of our assets, including our receivables and long-lived assets such as goodwill and intangibles. However, due to significant uncertainty surrounding the COVID-19 global pandemic, management's judgment regarding this could change in the future. In addition, while our results of operations, cash flows and financial condition could be negatively impacted, the extent of the impact cannot be estimated with certainty at this time.
As part of the response to COVID-19 global pandemic, many countries implemented emergency economic relief plans as a central themeway of minimizing the economic impact of this health crisis. We are evaluating the potential benefits from certain of these measures and will continue to improvingmonitor the plans as they are finalized and implemented. In the United States, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted on March 27, 2020 providing numerous tax provisions and other stimulus measures. We are currently applying the CARES Act to our earningsoperations, which includes the deferral of employer social security payroll tax payments under the CARES Act through January 1, 2021, with 50 percent owed on December 31, 2021 and the other half owed on December 31, 2022.
Reorganization of Aldrich and Murray
On the Petition Date, Aldrich and Murray each filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. 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. Only Aldrich and Murray have filed for Chapter 11 relief. Neither Aldrich's wholly-owned subsidiary, 200 Park, Murray's wholly-owned subsidiary, ClimateLabs, Trane Technologies plc nor the Trane Companies are part of the Chapter 11 filings.
The goal of these Chapter 11 filings is an efficient and permanent resolution of all current and future asbestos claims through court approval of a plan of reorganization, which would establish, in accordance with section 524(g) of the Bankruptcy Code, a trust to pay all asbestos claims. Such a resolution, if achieved, would likely include a channeling injunction to enjoin asbestos claims resolved in the Chapter 11 cases from being filed or pursued against us or our affiliates. The Chapter 11 cases remain pending as of December 31, 2020.
From an accounting perspective, we no longer have control over Aldrich and Murray as of thePetition Date as their activities are subject to review and oversight by the Bankruptcy Court. Therefore, Aldrich and its wholly-owned subsidiary 200 Park and
Murray and its wholly-owned subsidiary ClimateLabs were deconsolidated as of the Petition Date and their respective assets and liabilities were derecognized from our Consolidated Financial Statements. As a result, we recorded an equity investment for an aggregate of $53.6 million within Other noncurrent assets in the Consolidated Balance Sheet. Simultaneously, we recognized a liability of $248.8 million within Other noncurrent liabilities in the Consolidated Balance Sheet related to our obligation under the Funding Agreements. The liability recorded may be subject to change based on the facts and circumstances of the Chapter 11 proceedings.
As a result of these actions, we recognized an aggregate loss of $24.9 million in our Consolidated Statements of Comprehensive Income. A gain of $0.9 million related to Murray and its wholly-owned subsidiary ClimateLabs was recorded within Other income/ (expense), net and a loss of $25.8 million related to Aldrich and its wholly-owned subsidiary 200 Park was recorded within Discontinued operations, net of tax. Additionally, the deconsolidation resulted in an investing cash flows.outflow of $41.7 million in our Consolidated Statements of Cash Flows, of which $10.8 million was recorded within continuing operations.
Issuance of Senior Notes
In March 2019, we issued $1.5 billion principal amount of senior notes in three tranches through Trane Technologies Luxembourg Finance S.A., an indirect, wholly-owned subsidiary. The tranches consist of $400 million aggregate principal amount of 3.500% senior notes due 2026, $750 million aggregate principal amount of 3.800% senior notes due 2029 and $350 million aggregate principal amount of 4.500% senior notes due 2049.
Trends and Economic Events
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 political and social factors wherever we operate or do business. Our geographic and industry 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.
Given theour broad range of products manufactured and geographic markets served, management uses a variety of factors to forecastpredict the outlook for the Company.our 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. In addition, we believe our order rates are indicative of future revenue and thus are a key measure of anticipated performance. In those industry segments where we are a capital equipment provider, revenues depend on the capital expenditure budgets and spending patterns of our customers, who may delay or accelerate purchases in reaction to changes in their businesses and in the economy.
Current economic conditions have moderated duringare uncertain as a result of the year and are mixed betweenCOVID-19 global pandemic, impacting both the businesses in which we participate.global Heating, Ventilation and Air Conditioning (HVAC) equipment, replacement, services, controls and aftermarket continue to experience healthy demand. In addition, Residential and Commercial markets have seen continued momentumTransport end-markets as well as limiting visibility in the United States, positively impactingfactors used to predict the results ofoutlook for our HVAC businesses. While geopolitical uncertainty exists in markets suchcompany. Entering 2021, market conditions are expected to improve as Europe, Asia and Latin America,vaccine distribution expands across the geographies where we expect growth inserve our HVAC markets in 2020. Transport markets moderated in the second half of 2019 and we expect softer Transport markets in 2020. Global Industrial markets have moderated during the year and are now mixed with continued economic uncertainty driving weak short-cycle Industrial investment spending. We expect growth at the enterprise level to continue in 2020, benefiting from operational excellence initiatives, new product launches and continued sales excellence programs.customers.
We believe we have a solid foundation of global brands that are highly differentiated in all of our major product lines. Our growing geographic and industryproduct diversity coupled with our large installed product base provides growth opportunities within our service, parts and replacement revenue streams. In addition, we are investing substantial resources to innovate and develop new products and services which we expect will drive our future growth.
Significant Events
SeparationIn April 2019, Ingersoll-Rand plc and Gardner Denver Holdings, Inc. (GDI) announced that they entered into definitive agreements pursuant to which we will separate our Industrial segment businesses (IR Industrial) by way of spin-off to our shareholders and then combine with GDI to create a new company focused on flow creation and industrial technologies. This business is expected to be renamed Ingersoll-Rand Inc. Our remaining HVAC and transport refrigeration businesses, reported under the Climate segment, will focus on climate control solutions for buildings, homes and transportation and be renamed Trane Technologies plc. The transaction is expected to close by early 2020, subject to approval by GDI’s shareholders, regulatory approvals and customary closing conditions.
Acquisitions and Equity Investments
During 2019, we acquired several businesses that complement existing products and services. In May 2019, we acquired 100% of the outstanding stock of Precision Flow Systems (PFS). PFS, reported in the Industrial segment, is a manufacturer of precision flow control equipment including precision dosing pumps and controls that serve the global water, oil and gas, agriculture, industrial and specialty market segments. Acquisitions within the Climate segment consisted of an independent dealer to support the ongoing strategy to expand our distribution network in North America as well as other businesses that strengthen our product portfolio.
During 2018, we acquired several businesses and entered into a joint venture. In May 2018, we completed our investment of a 50% ownership interest in a joint venture with Mitsubishi Electric Corporation (Mitsubishi). The joint venture, reported within the Climate segment, focuses on marketing, selling and supporting variable refrigerant flow (VRF) and ductless heating and air conditioning systems through Trane, American Standard and Mitsubishi channels in the U.S. and select Latin American countries. In January 2018, we acquired 100% of the outstanding stock of ICS Group Holdings Limited (ICS Cool Energy). The acquired business, reported within the Climate segment, specializes in the temporary rental of energy efficient chillers for commercial and industrial buildings across Europe. It also sells, permanently installs and services high performance temperature control systems for all types of industrial processes.
Share Repurchase Program and Dividends
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 2017, our Board of Directors authorized the repurchase of up to $1.5 billion of our ordinary shares under a share repurchase program (the 2017 Authorization) upon completion of the prior authorized share repurchase program. Repurchases under the 2017 Authorization began in May 2017 and ended in December 2018, completing the program. In October 2018, our Board of Directors authorized the repurchase of up to $1.5 billion of our ordinary shares under a share repurchase program (2018 Authorization) upon completion of the 2017 Authorization. No material amounts were repurchased under this program in 2018. During the year ended December 31, 2019, we repurchased and canceled approximately $750 million of our ordinary shares leaving approximately $750 million remaining under the 2018 Authorization.
In June 2018, we announced an increase in our quarterly share dividend from $0.45 to $0.53 per ordinary share. This reflected an 18% increase that began with our September 2018 payment and an 83% increase since the beginning of 2016. Looking forward, we expect to maintain our current quarterly share dividend through 2020 and then continue our long-standing capital deployment priorities to raise the dividend with earnings growth for 2021 and beyond.
Issuance of Senior Notes
In March 2019, we issued $1.5 billion principal amount of senior notes in three tranches through Ingersoll-Rand Luxembourg Finance S.A., an indirect, wholly-owned subsidiary. The tranches consist of $400 million aggregate principal amount of 3.500% senior notes due 2026, $750 million aggregate principal amount of 3.800% senior notes due 2029 and $350 million aggregate principal amount of 4.500% senior notes due 2049. The net proceeds were used to finance the acquisition of PFS and for general corporate purposes.
In February 2018, we issued $1.15 billion principal amount of senior notes in three tranches through an indirect, wholly-owned subsidiary. The tranches consist of $300 million aggregate principal amount of 2.900% senior notes due 2021, $550 million aggregate principal amount of 3.750% senior notes due 2028 and $300 million aggregate principal amount of 4.300% senior notes due 2048. In March 2018, we used the proceeds to fund the redemption of $750 million aggregate principal amount of 6.875% senior notes due 2018 and $350 million aggregate principal amount of 2.875% senior notes due 2019, with the remainder used for general corporate purposes.
Results of Operations
Our Climate segment delivers energy-efficient productsIn connection with the completion of the Transaction, we do not beneficially own any Ingersoll Rand Industrial shares of common stock and innovative energy services. It includes Traneno longer consolidate Ingersoll Rand Industrial in our financial statements. As a result, the following ® Management’s Discussion and Analysis of Financial Condition and Results of Operations presents the results of Ingersoll Rand Industrial as a discontinued operation for periods prior to the Distribution date. In addition, the assets and American Standard® Heating & Air Conditioning which provide heating, ventilation and air conditioning (HVAC) systems, and commercial and residential building services, parts, support and controls; energy services and building automation through Trane Building AdvantageTM and NexiaTM; and Thermo King® transport temperature control solutions.
Ourliabilities of Ingersoll Rand Industrial segment delivers products and services that enhance energy efficiency, productivity and operations. It includes compressed air and gas systems and services, power tools, material handling systems, fluid management systems, as well as Club Car ® golf, utility and consumer low-speed vehicles.have been recast to held-for-sale at December 31, 2019.
Year Ended December 31, 20192020 Compared to the Year Ended December 31, 20182019 - Consolidated Results
| | | Dollar amounts in millions | | 2019 | | 2018 | | Period Change | | 2019 % of Revenues | | 2018 % of Revenues | Dollar amounts in millions | | 2020 | | 2019 | | Period Change | | 2020
% of Revenues | | 2019
% of Revenues |
| Net revenues | | $ | 16,598.9 |
| | $ | 15,668.2 |
| | $ | 930.7 |
| | Net revenues | | $ | 12,454.7 | | | $ | 13,075.9 | | | $ | (621.2) | | |
| Cost of goods sold | | (11,451.5 | ) | | (10,847.6 | ) | | (603.9 | ) | | 69.0% | | 69.2% | Cost of goods sold | | (8,651.3) | | | (9,085.5) | | | 434.2 | | | 69.5% | | 69.5% |
| Gross profit | | Gross profit | | 3,803.4 | | | 3,990.4 | | | (187.0) | | | 30.5% | | 30.5% |
| Selling and administrative expenses | | (3,129.8 | ) | | (2,903.2 | ) | | (226.6 | ) | | 18.8% | | 18.6% | Selling and administrative expenses | | (2,270.6) | | | (2,320.3) | | | 49.7 | | | 18.2% | | 17.7% |
| Operating income | | 2,017.6 |
| | 1,917.4 |
| | 100.2 |
| | 12.2% | | 12.2% | Operating income | | 1,532.8 | | | 1,670.1 | | | (137.3) | | | 12.3% | | 12.8% |
| Interest expense | | (243.0 | ) | | (220.7 | ) | | (22.3 | ) | | Interest expense | | (248.7) | | | (242.8) | | | (5.9) | | |
| Other income/(expense), net | | (33.0 | ) | | (36.4 | ) | | 3.4 |
| | | | | Other income/(expense), net | | 4.1 | | | (28.4) | | | 32.5 | | | | | |
| Earnings before income taxes | | 1,741.6 |
| | 1,660.3 |
| | 81.3 |
| | Earnings before income taxes | | 1,288.2 | | | 1,398.9 | | | (110.7) | | |
| Provision for income taxes | | (353.7 | ) | | (281.3 | ) | | (72.4 | ) | | | | | |
| Benefit (provision) for income taxes | | Benefit (provision) for income taxes | | (296.8) | | | (238.6) | | | (58.2) | | | | | |
| Earnings from continuing operations | | 1,387.9 |
| | 1,379.0 |
| | 8.9 |
| | Earnings from continuing operations | | 991.4 | | | 1,160.3 | | | (168.9) | | |
| Discontinued operations, net of tax | | 40.6 |
| | (21.5 | ) | | 62.1 |
| | | | | Discontinued operations, net of tax | | (121.4) | | | 268.2 | | | (389.6) | | | | | |
| Net earnings | | $ | 1,428.5 |
| | $ | 1,357.5 |
| | $ | 71.0 |
| | Net earnings | | $ | 870.0 | | | $ | 1,428.5 | | | $ | (558.5) | | |
Net Revenues
Net revenues for the year ended December 31, 2019 increased2020 decreased by 5.9%4.8%, or $930.7$621.2 million, compared with the same period of 2018.2019. The components of the period change are as follows:
|
| | | | |
| Volume | 4.0(5.5) | % |
Acquisitions | 1.5 | % |
| Pricing | 1.70.8 | % |
| Currency translation | (1.3(0.1) | )% |
| Total | 5.9(4.8) | % |
During 2020, we were impacted by the economic environment resulting from the COVID-19 global pandemic; however, strong operational results during the second half of the year mitigated a challenging first half. The increase wasdecrease in Net revenues is primarily driven by higherrelated to lower volumes across each of our segments. Temporary facility closures beginning in our Climate segment. Improved pricing, alongthe first quarter of 2020 disrupted results in the Asia Pacific region with incremental revenues from acquisitions,impacts more widely felt throughout operations in the Americas and EMEA in the months thereafter. Unfavorable foreign currency exchange rate movements further contributed to the year-over-year increase. However, each segment was impacteddecrease, partially offset by unfavorable foreign currency exchange rate movements.improved pricing. Refer to the "Results“Results by Segment"Segment” below for a discussion of Net Revenues by segment.
Cost of Goods SoldGross Profit Margin
Cost of goods soldGross profit margin for the year ended December 31, 2019 increased by 5.6%, or $603.9 million,2020 remained flat at 30.5% compared withto the same period of 2018. The increase2019. Gross profit margin was primarily drivenfavorably impacted by volume growth, with equipment sales growing faster than serviceimproved pricing, cost containment initiatives and parts sales, which are lower cost. In addition, incremental cost of goods sold related to revenues from acquisitions, material inflation, higher tariffs and acquisition related inventory step-up further contributed to the year-over-year increase. These increasesdeflation. However, these favorable impacts were partially offset by favorable foreign currency exchange rate movements. Costunfavorable product mix due to lower volumes on higher margin products and the under absorption of goods sold as a percentage of net revenues was relatively flat year-over-year, decreasing 20 basis points from 69.2% of net revenues in 2018 to 69.0% of net revenues in 2019.fixed production overhead costs.
Selling and Administrative Expenses
Selling and administrative expenses for the year ended December 31, 2019 increased2020 decreased by 7.8%2.1%, or $226.6$49.7 million, compared with the same period of 2018. The increase2019. Due to the COVID-19 global pandemic, we initiated cost containment actions in sellingorder to mitigate its impacts on our business including reduced discretionary spending, employee furloughs in certain regions and administrative expenses was primarily drivena six-month delay to annual merit-based salary increases. These amounts were partially offset by higher compensationspending on restructuring and benefit charges related to variable compensation, Industrial Segment separation-related costs and PFS acquisition-related costs. In addition, amortizationtransformation initiatives associated with the completion of intangibles related to the PFS acquisition further contributed to the year-over-year increase. SellingTransaction. However, selling and administrative expenses as a percentage of net revenues increased 20 basis points from 18.6% to 18.8% in 2019 primarily due to the Industrial Segment separation-related costs and PFS acquisition-related costs, which increased Selling and administrative expenses as a percentage of net revenues by 60 basis points in 2019.
Operating Income/Margin
Operating margin remained flat at 12.2% for the year ended December 31, 2019 compared with the same period of 2018. Factors impacting operating margin included material and other inflation, an unfavorable shift in product mix2020 increased 50 basis points from 17.7% to 18.2% primarily relateddue to faster growth in equipment sales compared to higher margin service and parts sales, Industrial Segment separation-related costs and PFS acquisition-related costs, increased spending on business investments and unfavorable foreign currency exchange rate movements. These unfavorable impacts were offset by improved pricing and productivity gains. Refer to the "Results by Segment" below for a discussion of operating margin by segment.lower comparable revenue year-over-year.
Interest Expense
Interest expense for the year ended December 31, 20192020 increased by $22.3$5.9 million compared with the same period of 2018. The increase primarily relates2019 due to new debt issuancesthe $1.5 billion issuance of Senior notes during the first quarter of 2019 and 2018. During the first quarter of 2018, we incurred $15.4 million of premium expense and $1.2 million of unamortized costs in Interest expense as a result of2019. The increase was partially offset by the redemption of $1.1 billion2.625% Senior notes in April 2020 of senior notes.$300.0 million and repayment of commercial paper of $179.0 million during the third quarter of 2019.
Other income/(expense)Income/(Expense), netNet
The components of Other income/(expense), net, for the years ended December 31 are as follows:
| | In millions | | In millions | | 2020 | | 2019 |
| Interest income/(loss) | | Interest income/(loss) | | $ | 4.5 | | | $ | 0.6 | |
| Foreign currency exchange gain (loss) | | Foreign currency exchange gain (loss) | | (10.0) | | | (9.5) | |
| Other components of net periodic benefit cost | | Other components of net periodic benefit cost | | (14.7) | | | (34.9) | |
| | | In millions | | 2019 | | 2018 | | Period Change | |
| Interest income | | $ | 3.1 |
| | $ | 6.4 |
| | $ | (3.3 | ) | |
| Foreign currency exchange gain (loss) | | (12.3 | ) | | (17.6 | ) | | 5.3 |
| |
| Other components of net periodic benefit cost | | (39.3 | ) | | (21.9 | ) | | (17.4 | ) | |
| Other activity, net | | 15.5 |
| | (3.3 | ) | | 18.8 |
| Other activity, net | | 24.3 | | | 15.4 | |
| Other income/(expense), net | | $ | (33.0 | ) | | $ | (36.4 | ) | | $ | 3.4 |
| Other income/(expense), net | | $ | 4.1 | | | $ | (28.4) | |
Other income /(expense), net includes the results from activities other than normal business operations such as interest income and foreign currency gains and losses on transactions that are denominated in a currency other than an entity’s functional currency. In addition, we include the components of net periodic benefit cost for pension and post retirement obligations other than the service cost component. Other activity, net primarily includes items associated with our Trane business forcertain legal matters as well as asbestos-related activities through the settlementPetition Date. During the year ended December 31, 2020, we recorded a $17.4 million adjustment to correct an overstatement of asbestos-related claims, insurance settlements on asbestos-related mattersa legacy legal liability that originated in prior years and a gain of $0.9 million related to the revaluationdeconsolidation of Murray and its liability and corresponding insurance asset for potential future claims and recoveries.wholly-owned subsidiary ClimateLabs within other activity, net.
Provision for Income Taxes
The 2020 effective tax rate was 23.0% which was higher than the U.S. Statutory rate of 21% due to a $36.5 million non-cash charge related to the establishment of valuation allowances on net deferred tax assets, primarily net operating losses in certain tax jurisdictions and the write-off of a carryforward tax attribute as a result of the completion of the Transaction, U.S. state and local taxes and certain non-deductible employee expenses. These amounts were partially offset by excess tax benefits from employee share-based payments, a $14.0 million benefit primarily related to a reduction in valuation allowances on deferred taxes related to net operating losses as a result of a planned restructuring in a non-U.S. tax jurisdiction and foreign tax credits as a result of revised projections of future foreign source income and earnings in non-U.S. jurisdictions, which in aggregate have a lower effective tax rate. The impact of the changes in the valuation allowances and the write-off of the carryforward tax attribute increased the effective tax rate by 1.7%. Revenues from non-U.S. jurisdictions accounted for approximately 28% of our total 2020 revenues, such that a material portion of our pretax income was earned and taxed outside the U.S. at rates ranging from 0% to 38%. When comparing the results of multiple reporting periods, among other factors, the mix of earnings between U.S. and foreign jurisdictions can cause variability in our overall effective tax rate.
The 2019 effective tax rate was 20.3%17.1% which is slightly lower than the U.S. Statutory rate of 21% primarily due to a reduction in deferred tax asset valuation allowances for certain non-U.S. net deferred tax assets and excess tax benefits from employee share-based payments. These amounts were partially offset by U.S. state and local taxes, an increase in a deferred tax asset valuation allowance for certain state net deferred tax assets and certain non-deductible expenses. In addition, the reduction was
also driven by earnings in non-U.S. jurisdictions, which in aggregate, have a lower effective tax rate. Revenues from non-U.S. jurisdictions accounted for approximately 34%31% of our total 2019 revenues, such that a material portion of our pretax income was earned and
taxed outside the U.S. at rates ranging from 0% to 38%. When comparing the results of multiple reporting periods, among other factors, the mix of earnings between U.S. and foreign jurisdictions can cause variability in our overall effective tax rate.
The 2018 effective tax rate was 16.9% which is lower than the U.S. Statutory rate of 21% primarily due to the measurement period adjustment related to the change in permanent reinvestment assertion on unremitted earnings of certain foreign subsidiaries, the deduction for Foreign Derived Intangible Income, the recognition of excess tax benefits from employee share based payments and a reduction in a valuation allowance for certain state net deferred tax assets. This decrease was partially offset by the measurement period adjustment related to a valuation allowance on excess foreign tax credits, U.S. state and local income taxes and certain non-deductible employee expenses. In addition, the reduction was also driven by earnings in non-U.S. jurisdictions, which in aggregate, have a lower effective tax rate. Revenues from non-U.S. jurisdictions accounted for approximately 36% of our total 2018 revenues, such that a material portion of our pretax income was earned and taxed outside the U.S. at rates ranging from 0% to 38%. When comparing the results of multiple reporting periods, among other factors, the mix of earnings between U.S. and foreign jurisdictions can cause variability in our overall effective tax rate.
Discontinued Operations
The components of Discontinued operations, net of tax for the years ended December 31 are as follows:
| | | In millions | | 2019 | | 2018 | | Period Change | In millions | | 2020 | | 2019 |
| Net revenues | | Net revenues | | $ | 469.8 | | | $ | 3,523.0 | |
| Pre-tax earnings (loss) from discontinued operations | | $ | 54.8 |
| | $ | (85.5 | ) | | $ | 140.3 |
| Pre-tax earnings (loss) from discontinued operations | | (136.3) | | | 397.5 | |
| | Tax benefit (expense) | | (14.2 | ) | | 64.0 |
| | (78.2 | ) | Tax benefit (expense) | | 14.9 | | | (129.3) | |
| Discontinued operations, net of tax | | $ | 40.6 |
| | $ | (21.5 | ) | | $ | 62.1 |
| Discontinued operations, net of tax | | $ | (121.4) | | | $ | 268.2 | |
Discontinued operations are retained obligations from previously sold businesses, including amounts related to Ingersoll Rand Industrial as part of the 2013 spin-offcompletion of our commercialthe Transaction and residential security business, that primarily include ongoing expenses for postretirement benefits, product liability and legal costs.asbestos-related activities of Aldrich through the Petition Date. In addition, we includethe year ended December 31, 2020 includes pre-tax Ingersoll Rand Industrial separation costs associated with Ingersoll-Rand Companyprimarily related to legal, consulting and advisory fees of $114.2 million and a loss of $25.8 million related to the deconsolidation of Aldrich and its wholly-owned subsidiary 200 Park. The year ended December 31, 2019 includes $94.6 million of pre-tax Ingersoll Rand Industrial separation costs.
The components of Discontinued operations, net of tax for the settlement and defense of asbestos-related claims, insurance settlements on asbestos-related matters and the revaluation of our liability for potential future claims and recoveries. During 2019, we reached settlements with several insurance carriers associated with pending asbestos insurance coverage litigation.years ended December 31 are as follows:
| | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 |
| Ingersoll Rand Industrial, net of tax | | $ | (84.9) | | | $ | 227.6 | |
| Other discontinued operations, net of tax | | (36.5) | | | 40.6 | |
| Discontinued operations, net of tax | | $ | (121.4) | | | $ | 268.2 | |
Year Ended December 31, 20192020 Compared to the Year Ended December 31, 20182019 - Segment Results
We operate under three regional operating segments designed to create deep customer focus and relevance in markets around the world.
•Our Americas segment innovates for customers in the North America and Latin America regions. The Americas segment encompasses commercial heating and cooling systems, building controls, and energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.
•Our EMEA segment innovates for customers in the Europe, Middle East and Africa region. The EMEA segment encompasses heating and cooling systems, services and solutions for commercial buildings, and transport refrigeration systems and solutions.
•Our Asia Pacific segment innovates for customers throughout the Asia Pacific region. The Asia Pacific segment encompasses heating and cooling systems, services and solutions for commercial buildings and transport refrigeration systems and solutions.
Management measures operating performance based on net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring, unallocated corporate expenses and discontinued operations (Segment Adjusted EBITDA). Segment Adjusted EBITDA is not defined under accounting principles generally accepted in the United States of America (GAAP) and may not be comparable to similarly-titled measures used by Segment
other companies and should not be considered a substitute for net earnings or other results reported in accordance with GAAP. We believe Segment operating income on an as reported basis is the measure of profit and loss that our chief operating decision maker uses to evaluate the financial performance of the business and as the basis for performance reviews, compensation and resource allocation. For these reasons, we believe that Segment operating income representsAdjusted EBITDA provides the most relevant measure of segment profitprofitability as well as earnings power and loss. We definethe 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 operating marginAdjusted EBITDA also provides a useful tool for assessing the comparability between periods and our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures because it eliminates non-cash charges such as Segment operating income as a percentagedepreciation and amortization expense.
|
| | | | | | | | | | | | | | | |
| Dollar amounts in millions | | 2019 | | 2018 | | Period Change | | % Change |
| Climate | | | | | |
|
| | |
| Net Revenues | | $ | 13,075.9 |
| | $ | 12,343.8 |
| | $ | 732.1 |
| | 5.9 | % |
| Segment operating income | | 1,908.5 |
| | 1,766.2 |
| | 142.3 |
| | 8.1 | % |
| Segment operating income as a percentage of net revenues | | 14.6 | % | | 14.3 | % | | | |
|
|
| Industrial | | | | | |
|
| | |
| Net Revenues | | 3,523.0 |
| | 3,324.4 |
| | 198.6 |
| | 6.0 | % |
| Segment operating income | | 455.0 |
| | 405.3 |
| | 49.7 |
| | 12.3 | % |
| Segment operating income as a percentage of net revenues | | 12.9 | % | | 12.2 | % | |
|
| | |
| | | | | | |
|
| | |
| Total net revenues | | $ | 16,598.9 |
| | $ | 15,668.2 |
| | $ | 930.7 |
| | 5.9 | % |
| | | | | | |
|
| | |
| Reconciliation to Operating Income | | | | | |
|
| | |
| Segment operating income from reportable segments | | 2,363.5 |
| | 2,171.5 |
| | 192.0 |
| | 8.8 | % |
| Unallocated corporate expenses | | (345.9 | ) | | (254.1 | ) | | (91.8 | ) | | 36.1 | % |
| Total operating income | | $ | 2,017.6 |
| | $ | 1,917.4 |
| | $ | 100.2 |
| | 5.2 | % |
| | | | | | | | | | | | | | | | | | | | | | |
| Dollar amounts in millions | | 2020 | | 2019 | | | | % Change |
| | | | | | | | |
| Americas | | | | | | | | |
| Net revenues | | $ | 9,685.9 | | | $ | 10,059.5 | | | | | (3.7) | % |
| Segment Adjusted EBITDA | | 1,677.7 | | | 1,742.1 | | | | | (3.7) | % |
| Segment Adjusted EBITDA as a percentage of net revenues | | 17.3 | % | | 17.3 | % | | | | |
| | | | | | | | |
| EMEA | | | | | | | | |
| Net revenues | | $ | 1,648.1 | | | $ | 1,762.6 | | | | | (6.5) | % |
| Segment Adjusted EBITDA | | 265.7 | | | 267.7 | | | | | (0.7) | % |
| Segment Adjusted EBITDA as a percentage of net revenues | | 16.1 | % | | 15.2 | % | | | | |
| | | | | | | | |
| Asia Pacific | | | | | | | | |
| Net revenues | | $ | 1,120.7 | | | $ | 1,253.8 | | | | | (10.6) | % |
| Segment Adjusted EBITDA | | 188.8 | | | 182.8 | | | | | 3.3 | % |
| Segment Adjusted EBITDA as a percentage of net revenues | | 16.8 | % | | 14.6 | % | | | | |
| | | | | | | | |
| Total Net revenues | | $ | 12,454.7 | | | $ | 13,075.9 | | | | | (4.8) | % |
| Total Segment Adjusted EBITDA | | 2,132.2 | | | 2,192.6 | | | | | (2.8) | % |
ClimateAmericas
Net revenues for the year ended December 31, 2019 increased2020 decreased by 5.9%3.7% or $732.1$373.6 million, compared with the same period of 2018.2019. The components of the period change are as follows:
|
| | | | |
| Volume | 5.2(4.4) | % |
Pricing | 1.9 | % |
Currency translationPricing | (1.21.0 | )% |
TotalCurrency translation | 5.9(0.3) | % |
| Total | (3.7) | % |
During 2020, the Americas region was impacted by the economic environment resulting from the COVID-19 global pandemic; however, strong operational results during the second half of the year mitigated a challenging first half. The decrease in Net revenues primarily related to lower volumes in each of our businesses during the first half of 2020. In addition, unfavorable foreign currency exchange rate movements further contributed to the year-over-year decrease, partially offset by favorable pricing.
Segment operatingAdjusted EBITDA margin increased 30 basis points to 14.6% for the year ended December 31, 2019,2020 remained flat at 17.3% compared with 14.3% forto the same period of 2018. The increase was primarily driven by higher volume, improved2019. Improved pricing, cost containment initiatives, deflation and productivity gains, partiallylower spending on investments were offset by increased spend on investments and restructuring, material and other inflation and a shift inunfavorable product mix, primarily related to faster growth in equipment sales compared to higher margin servicelower volumes and parts sales.under absorption of fixed production overhead costs.
IndustrialEMEA
Net revenues for the year ended December 31, 2019 increased2020 decreased by 6.0%6.5% or $198.6$114.5 million, compared with the same period of 2018.2019. The components of the period change are as follows:
|
| | | | |
| Volume | (0.6(8.0) | )% |
Acquisitions | 7.4 | % |
| Pricing | 1.20.3 | % |
| Currency translation | (2.01.2 | )% |
| Total | 6.0(6.5) | % |
During 2020, the EMEA region was heavily impacted by the economic environment resulting from the COVID-19 global pandemic. The decrease in Net revenues primarily related to lower volumes, partially offset by favorable foreign currency exchange rate movements and improved pricing.
Segment operatingAdjusted EBITDA margin increased 70 basis points to 12.9% for the year ended December 31, 20192020 increased by 90 basis points to 16.1% compared with 12.2%to 15.2% for the same period of 2018.2019. The increase was primarily driven by productivity benefits, decreasedcost containment initiatives, lower spending on restructuringinvestments, favorable foreign currency exchange rate movements and pricing improvements,improved pricing. These amounts were partially offset by lower volumes, unfavorable foreign currency movements, material and other inflation and a shift in product mix primarily related to faster growth in equipment sales compared to higher margin service and parts sales.under absorption of fixed production overhead costs.
Unallocated Corporate ExpenseAsia Pacific
Unallocated corporate expenseNet revenues for the year ended December 31, 2019 increased2020 decreased by 36.1%10.6% or $91.8$133.1 million, compared with the same period of 2018.2019. The primary driverscomponents of the period change are as follows:
| | | | | |
| Volume | (11.5) | % |
| |
| Pricing | 0.5 | % |
| Currency translation | 0.4 | % |
| Total | (10.6) | % |
During 2020, the Asia Pacific region was heavily impacted by the economic environment resulting from the COVID-19 global pandemic. The decrease in Net revenues primarily related to lower volumes since the beginning of the year, partially offset by improved pricing and favorable foreign currency exchange rate movements.
Segment Adjusted EBITDA margin for the year ended December 31, 2020 increased by 220 basis points to 16.8% compared to 14.6% for the same period of 2019. The increase were due to Industrial Segment separation-related costs of $94.6 millionwas primarily driven by cost containment initiatives, improved pricing and PFS acquisition-related transaction costs of $12.9 million.deflation. These costsamounts were partially offset by lower functionalvolumes, unfavorable product mix and under absorption of fixed production overhead costs.
Liquidity and Capital Resources
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. In doing so, we review and analyze our current cash on hand, the number of days our sales are outstanding, inventory turns, capital expenditure commitments and income tax payments. Our cash requirements primarily consist of the following:
•Funding of working capital
•Funding of capital expenditures
•Dividend payments
•Debt service requirements
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, of which we had no outstanding balance as of December 31, 2020.
As of December 31, 2019,2020, we had $1,303.6$3,289.9 million of cash and cash equivalents on hand, of which $931.3$2,471.2 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 December 31, 2019,2020, we currently have no plans to repatriate funds from subsidiaries for which we assert permanent reinvestment.
Share repurchases are made from time to time in accordance with management's balanced capital allocation strategy, subject to market conditions and regulatory requirements. In February 2017, our Board of Directors authorized the repurchase of up to $1.5 billion of our ordinary shares under a share repurchase program (the 2017 Authorization) upon completion of the prior authorized share repurchase program. Repurchases under the 2017 Authorization began in May 2017 and ended in December 2018, completing the program. In October 2018, our Board of Directors authorized the repurchase of up to $1.5
billion of our ordinary shares under a share repurchase program (2018 Authorization) upon completion of the 2017 Authorization.prior authorized share repurchase program. No material amounts were repurchased under this program in 2018. During the year ended December 31, 2019, we repurchased and canceled approximately $750 million of our ordinary shares leaving approximately $750 million remaining under the 2018 Authorization. During the year ended December 31, 2020, we repurchased and canceled approximately $250 million of our ordinary shares leaving approximately $500 million remaining under the 2018 Authorization. Additionally, through February 9, 2021, we repurchased approximately $100 million of our ordinary shares under the 2018 Authorization. In February 2021, our Board of Directors authorized the repurchase of up to $2.0 billion of our ordinary shares under a new share repurchase program (2021 Authorization) upon completion of the 2018 Authorization.
In June 2018, we announced an increase in our quarterly share dividend from $0.45 to $0.53 per ordinary share. This reflected an 18% increase that began with our September 2018 payment and an 83% increase since the beginning of 2016. Looking forward,In February 2021, we expect to maintainannounced an 11% increase in our current quarterly share dividend through 2020 and then continuefrom $0.53 to $0.59 per ordinary share that will begin with our long-standing capital deployment priorities to raise the dividend with earnings growth forMarch 2021 and beyond.payment.
We continue to be activeactively manage and strengthen our business portfolio to meet the current and future needs of our customers. We achieve this partly through engaging in research and development and sustaining activities and partly through acquisitions. Each year, we make a significant investment in new product development and new technology innovation as they are key factors in achieving our strategic objectives as a leader in the climate sector. We also focus on partnering with our suppliers and technology providers to align their investment decisions with our technical requirements. In addition, we have a strong focus on sustaining activities, which include costs incurred to reduce production costs, improve existing products, create custom solutions for customers and provide support to our manufacturing facilities. Combined, these costs account for approximately two percent of net revenues each year.
In pursuing our business strategy, we routinely conduct discussions, evaluate targets and enter into agreements regarding possible acquisitions, divestitures, joint ventures and joint venture activity.equity investments. Since the beginning of 2018, we have acquired several businesses and entered into a joint venture and acquired several businesses, including channel acquisitions, that complementcomplements existing products and services further growingenhancing our product portfolio. In May 2019,addition, we acquired all the outstanding capital stock of PFS and utilized net proceedscompleted a Reverse Morris Trust transaction with Gardner Denver whereby we separated Ingersoll Rand Industrial from our $1.5 billion senior note debt issuancebusiness portfolio, transforming the Company into a global climate innovator. We recognized separation-related costs of $114.2 million during the year ended December 31, 2020 and $94.6 million during the year ended December 31, 2019. These expenditures were incurred in order to financefacilitate the transaction. In addition, we have incurred approximately $95 million in costs related to the separationtransaction and are included within Discontinued operations, net of IR Industrial as previously described. tax.
We anticipate to incur costs at the high end of the $150 million to $200 million range related to the separation activities. Lastly, we incur ongoing costs associated with restructuring initiatives intended to result in improved operating performance, profitability and working capital levels. Actions associated with these initiatives may include workforce reductions, improving manufacturing productivity, realignment of management structures and rationalizing certain assets. Post separation, we intend to reduce costs by $140 million through 2021 we expect to reduce stranded costsand an additional $160 million by $100 million and expect to incur $100 million to $1502023 for a total of $300 million in cost to realize the stranded costtotal annual savings. We expectbelieve that our availableexisting cash flow, committed credit lines and access to the capital markets will be sufficient to fund share repurchases, dividends, research and development, sustaining activities,business portfolio changes and ongoing restructuring actions, acquisitions, separation-related activitiesactions.
Certain of our subsidiaries entered into Funding Agreements with Aldrich and joint venture activity.Murray pursuant to which those 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.
As the COVID-19 global pandemic impacts both the broader economy and our operations, we will continue to assess our liquidity needs and our ability to access capital markets. A continued worldwide disruption could materially affect economies and financial markets worldwide, resulting in an economic downturn that could affect demand for our products, our ability to obtain financing on favorable terms and otherwise adversely impact our business, financial condition and results of operations. The COVID-19 global pandemic created substantial volatility in the short-term credit markets during the first half of 2020. A recurrence in volatility due to a resurgence in the COVID-19 global pandemic could impact the cost of our credit facilities, the cost of any borrowing we might make under those facilities or the cost of any commercial paper we may issue, to the extent we were to either draw on our facilities or issue commercial paper. See Part I, Item 1A Risk Factors for more information.
Liquidity
The following table contains several key measures of our financial condition and liquidity at the periods ended December 31:
| | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | |
| Cash and cash equivalents | | $ | 3,289.9 | | | $ | 1,278.6 | | | |
Short-term borrowings and current maturities of long-term debt (1) | | 775.6 | | | 650.3 | | | |
| Long-term debt | | 4,496.5 | | | 4,922.9 | | | |
| Total debt | | 5,272.1 | | | 5,573.2 | | | |
| Total Trane Technologies plc shareholders’ equity | | 6,407.7 | | | 7,267.6 | | | |
| Total equity | | 6,427.1 | | | 7,312.4 | | | |
| Debt-to-total capital ratio | | 45.1 | % | | 43.3 | % | | |
|
| | | | | | | | |
| In millions | | 2019 | | 2018 |
| Cash and cash equivalents | | $ | 1,303.6 |
| | $ | 903.4 |
|
Short-term borrowings and current maturities of long-term debt (1) | | 650.5 |
| | 350.6 |
|
Long-term debt (2) | | 4,922.9 |
| | 3,740.7 |
|
| Total debt | | 5,573.4 |
| | 4,091.3 |
|
| Total Ingersoll-Rand plc shareholders’ equity | | 7,267.6 |
| | 7,022.7 |
|
| Total equity | | 7,312.4 |
| | 7,064.8 |
|
| Debt-to-total capital ratio | | 43.3 | % | | 36.7 | % |
(1) During the first quarterThe $300.0 million of 2018, we redeemed our 6.875% Senior notes due 2018 and our 2.875% Senior notes due 2019. During the second quarter of 2019, we reclassified our 2.625% Senior notes due in May 2020 from noncurrent to current.
(2) We issued $1.15 billion principal amount of senior notes during February 2018 and $1.5 billion principal amount of senior notes during March 2019.were redeemed in April 2020.
Debt and Credit Facilities
Our short-term obligations primarily consists of current maturities of long-term debt including $299.8 million of 2.625% Senior notes due in May 2020.debt. In addition, we have outstanding $343.0 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. 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 as of
December 31, 2019.2020. We had no commercial paper outstanding at December 31, 20192020 and December 31, 2018.2019. See Note 8 to the Consolidated Financial Statements for additional information regarding the terms of our short-term obligations.
Our long-term obligations primarily consist of long-term debt with final maturity dates ranging between 2021 and 2049. In addition, we maintain two 5-year, $1.0 billion senior unsecured revolving credit facilities. Each senior unsecured credit facility,facilities, one of which matures in March 20212022 and the other in April 2023, provides2023. 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 December 31, 20192020 and December 31, 2018.2019. See Note 8 and Note 23 to the 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.
Cash Flows
The following table reflects the major categories of cash flows for the years ended December 31, respectively. For additional details, please see the Consolidated Statements of Cash Flows in the Consolidated Financial Statements.
| | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | |
| Net cash provided by (used in) continuing operating activities | | $ | 1,766.2 | | | $ | 1,523.7 | | | |
| Net cash provided by (used in) continuing investing activities | | (338.5) | | | (281.8) | | | |
| Net cash provided by (used in) continuing financing activities | | 884.3 | | | 272.0 | | | |
Operating Activities
Net cash provided by continuing operating activities for the year ended December 31, 2020 was $1,766.2 million, of which net income provided $1,422.5 million after adjusting for non-cash transactions. Changes in other assets and liabilities, net provided $343.7 million. Net cash provided by continuing operating activities for the year ended December 31, 2019 was $1,523.7 million, of which net income provided $1,594.0 million after adjusting for non-cash transactions. Changes in other assets and liabilities, net used $70.3 million. The year-over-year increase in net cash provided by continuing operating activities was primarily driven by improved working capital whereby lower inventory and higher outstanding accounts payable balances more than offset higher accounts receivable and lower earnings in the current year.
Investing Activities
Cash flows from investing activities represents 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 year ended December 31, 2020, net cash used in investing activities from continuing operations was $338.5 million. The primary drivers of the usage was attributable to the acquisition of businesses, which totaled $182.8 million, net of cash acquired and $146.2 million of capital expenditures. In addition, as a result of the deconsolidation of Murray and its wholly-owned subsidiary ClimateLabs under the Chapter 11 bankruptcy filing, the assets and liabilities of these entities were derecognized, which resulted in a cash outflow of $10.8
million. During the year ended December 31, 2019, net cash used in investing activities from continuing operations was $281.8 million. The primary drivers of the usage was attributable to $205.4 million of capital expenditures and the acquisition of several businesses, which totaled $83.4 million, net of cash acquired.
Financing Activities
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 year ended December 31, 2020, net cash provided by financing activities from continuing operations was $884.3 million. The primary driver of the inflow related to the receipt of a special cash payment of $1.9 billion pursuant to the completion of the Transaction. This amount was partially offset by dividends paid to ordinary shareholders of $507.3 million, the repayment of long term debt of $307.5 million and the repurchase of $250.0 million in ordinary shares. During the year ended December 31, 2019, net cash provided by financing activities from continuing operations was $272.0 million. The primary driver of the inflow related to the issuance of $1.5 billion of senior notes during the period. This amount was partially offset by the repurchase of $750.1 million in ordinary shares and dividends paid to ordinary shareholders of $510.1 million.
Free Cash Flow
Free cash flow is a non-GAAP measure and defined as net cash provided by (used in) continuing operating activities, less capital expenditures, plus cash payments for restructuring and transformation costs. This measure is useful to management and investors because it is consistent with management's assessment of our operating cash flow performance. The most comparable GAAP measure to free cash flow is net cash provided by (used in) continuing operating activities. Free cash flow may not be comparable to similarly-titled measures used by other companies and should not be considered a substitute for net cash provided by (used in) continuing operating activities in accordance with GAAP.
A reconciliation of net cash provided by (used in) continuing operating activities to free cash flow the years ended December 31 is as follows:
| | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 |
| Net cash provided by (used in) continuing operating activities | | $ | 1,766.2 | | | $ | 1,523.7 | |
| Capital expenditures | | (146.2) | | | (205.4) | |
| Cash payments for restructuring | | 68.9 | | | 45.3 | |
| Transformation costs paid | | 25.4 | | | 4.3 | |
Free cash flow (1) | | $ | 1,714.3 | | | $ | 1,367.9 | |
(1) Represents a non-GAAP measure.
Pension Plans
Our investment objective in managing defined benefit plan assets is to ensure that all present and future benefit obligations are met as they come due. We seek to achieve this goal while trying to mitigate volatility in plan funded status, contribution and expense by better matching the characteristics of the plan assets to that of the plan liabilities. Our approach to asset allocation is to increase fixed income assets as the plan's funded status improves. We monitor plan funded status and asset allocation regularly in addition to investment manager performance. 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. See Note 12 to the Consolidated Financial Statements for additional information regarding pensions.
Supplemental Guarantor Financial Information
Trane Technologies plc (Plc or Parent Company) and certain of its 100% directly or indirectly owned subsidiaries provide guarantees of public debt issued by other 100% directly or indirectly owned subsidiaries. The following table reflectsshows our guarantor relationships as of December 31, 2020:
| | | | | | | | |
Parent, issuer or guarantors (1) | Notes issued | Notes guaranteed |
| Trane Technologies plc (Plc) | None | All registered notes and debentures |
| Trane Technologies Irish Holdings Unlimited Company (TT Holdings) | None | All notes issued by TT Lux and TTC HoldCo |
| Trane Technologies Lux International Holding Company S.à.r.l. (TT International) | None | All notes issued by TT Lux and TTC HoldCo |
| Trane Technologies Global Holding Company Limited (TT Global) | None | All notes issued by TT Lux and TTC HoldCo |
| Trane Technologies Luxembourg Finance S.A. (TT Lux) | 3.550% Senior notes due 2024
3.500% Senior notes due 2026
3.800% Senior notes due 2029
4.650% Senior notes due 2044
4.500% Senior notes due 2049 | All notes and debentures issued by TTC HoldCo and TTC |
| Trane Technologies HoldCo Inc. (TTC HoldCo) | 2.900% Senior notes due 2021
4.250% Senior notes due 2023
3.750% Senior notes due 2028
5.750% Senior notes due 2043
4.300% Senior notes due 2048 | All notes issued by TT Lux |
| Trane Technologies Company LLC (TTC) | 9.000% Debentures due 2021
7.200% Debentures due 2021-2025
6.480% Debentures due 2025
Puttable debentures due 2027-2028 | All notes issued by TT Lux and TTC HoldCo |
(1) Plc is formerly known as Ingersoll-Rand plc
TT Holdings is formerly known as Ingersoll-Rand Irish Holdings Unlimited Company
TT International is formerly known as Ingersoll-Rand Lux International Holding Company S.à.r.l
TT Global is formerly known as Ingersoll-Rand Global Holding Company Limited
TT Lux is formerly known as Ingersoll-Rand Luxembourg Finance S.A
TTC HoldCo is a new entity as of June 30, 2020
TTC is the major categoriessuccessor to Ingersoll-Rand Company
Each subsidiary debt issuer and guarantor is owned 100% directly or indirectly by the Parent Company. Each guarantee is full and unconditional, and provided on a joint and several basis. There are no significant restrictions of cash flowsthe Parent Company, or any guarantor, to obtain funds from its subsidiaries, such as provisions in debt agreements that prohibit dividend payments, loans or advances to the parent by a subsidiary. The following tables present summarized financial information for the years endedParent Company and subsidiary debt issuers and guarantors on a combined basis (together, "obligor group") after elimination of intercompany transactions and balances based on the Company’s legal entity ownerships and guarantees outstanding at December 31, respectively. For additional details, please see the Consolidated Statements2020. Our obligor groups are as follows: obligor group 1 consists of Cash Flows in the Consolidated Financial Statements.Plc, TT Holdings, TT International, TT Global, TT Lux, TTC HoldCo and TTC; obligor group 2 consists of Plc, TT Lux and TTC.
Summarized Statement of Comprehensive Income (Loss)
| | | | | | | | | | | |
| Year ended December 31, 2020 |
| In millions | Obligor group 1 | | Obligor group 2 |
| Net revenues | $ | — | | | $ | — | |
| Gross profit (loss) | — | | | — | |
| Intercompany interest and fees | (88.7) | | | 48.2 | |
| Earnings (loss) from continuing operations | (493.1) | | | (375.2) | |
| Discontinued operations, net of tax | (152.2) | | | (113.3) | |
| Net earnings (loss) | (645.3) | | | (488.5) | |
| Less: Net earnings attributable to noncontrolling interests | — | | | — | |
| Net earnings (loss) attributable to Trane Technologies plc | $ | (645.3) | | | $ | (488.5) | |
|
| | | | | | | | |
| In millions | | 2019 | | 2018 |
| Net cash provided by (used in) continuing operating activities | | $ | 1,956.3 |
| | $ | 1,474.5 |
|
| Net cash provided by (used in) investing activities | | (1,780.0 | ) | | (629.4 | ) |
| Net cash provided by (used in) financing activities | | 270.5 |
| | (1,378.8 | ) |
Operating Activities
Net cash provided by continuing operating activities for the year ended December 31, 2019 was $1,956.3 million, of which net income provided $2,015.9 million after adjusting for non-cash transactions. Changes in other assets and liabilities used $59.6 million. Net cash provided by continuing operating activities for the year ended December 31, 2018 was $1,474.5 million, of which net income provided $1,794.3 million after adjusting for non-cash transactions. Changes in other assets and liabilities used $319.8 million. The year-over-year increase in net cash provided by continuing operating activities was primarily driven by higher net earnings as well as a focus on working capital whereby lower inventory levels and improvements in accounts receivable efforts more than offset reductions in outstanding accounts payable balances.
Investing Activities
Cash flows from investing activities represents 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 year ended December 31, 2019, net cash used in investing activities from continuing operations was $1,780.0 million. The primary driver of the usage was attributable to acquisitions in the period, including PFS, in which the total outflow, net of cash acquired, was approximately $1.5 billion. Other outflows included capital expenditures of $254.1 million. During the year ended December 31, 2018, net cash used in investing activities from continuing operations was $629.4 million. The primary driver of the usage is attributable to the acquisition of several businesses and the investment of a 50% ownership interest in a joint venture with Mitsubishi. The total outflow, net of cash acquired, was $285.2 million. Other outflows included capital expenditures of $365.6 million.
Financing Activities
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 year ended December 31, 2019, net cash provided by financing activities from continuing operations was $270.5 million. The primary driver of the inflow related to the issuance of $1.5 billion of senior notes during the period to finance the acquisition of PFS and other general corporate expenses. This amount was partially offset by the repurchase of 6.4 million ordinary shares totaling $750.1 million and $510.1 million of dividends paid to ordinary shareholders. During the year ended December 31, 2018, net cash used in financing activities from continuing operations was $1,378.8 million. Primary drivers of the cash outflow related to the repurchase of 9.7 million ordinary shares totaling $900.2 million and $479.5 million of
dividends paid to ordinary shareholders. In addition, we issued $1.15 billion of senior notes which was predominately offset by the redemption of $1.1 billion of senior notes.
Discontinued Operations
Cash flows from discontinued operations primarily represent ongoing costs associated with postretirement benefits, product liability and legal costs from previously sold businesses. Net cash used in discontinued operating activities during the year ended December 31, 2019 was $36.8 million and primarily related to ongoing costs, partially offset by settlements reached with several insurance carriers associated with pending asbestos insurance coverage litigation. Net cash used in discontinued operating activities for the year ended December 31, 2018 was $66.7 million and primarily related to ongoing costs. | | | | | | | | | | | |
| December 31, 2020 |
| In millions | Obligor group 1 | | Obligor group 2 |
| ASSETS | | | |
| Intercompany receivables | $ | 458.4 | | | $ | 1,254.7 | |
| Current assets | 1,523.7 | | | 2,200.5 | |
| Intercompany notes receivable | 1,331.9 | | | 1,331.9 | |
| Noncurrent assets | 2,195.0 | | | 1,967.2 | |
| LIABILITIES & EQUITY | | | |
| Intercompany payables | 5,572.2 | | | 3,599.6 | |
| Current liabilities | 6,880.3 | | | 4,539.1 | |
| Intercompany notes payable | 2,249.7 | | | — | |
| Noncurrent liabilities | 7,729.6 | | | 3,430.5 | |
Capital Resources
Based on historical performance and current expectations, we believe our cash and cash equivalents balance, the cash generated from our operations, our committed credit lines and our expected ability to access capital markets will satisfy our working capital needs, capital expenditures, dividends, share repurchases, upcoming debt maturities, and other liquidity requirements associated with our operations for the foreseeable future.
Capital expenditures were $254.1$146.2 million, $365.6$205.4 million and $221.3$284.7 million for the years ended December 31, 2020, 2019, 2018 and 2017,2018, respectively. Our investments continue to improve manufacturing productivity, reduce costs, provide environmental enhancements, upgrade information technology infrastructure and security and advanced technologies for existing facilities. The capital expenditure program for 20202021 is estimated to be approximately one to two percent of revenues, including amounts approved in prior periods. Many of these projects are subject to review and cancellation at our option without incurring substantial charges.
For financial market risk impacting the Company, see Item 7A. "Quantitative and Qualitative Disclosure About Market Risk."
Capitalization
In addition to cash on hand and operating cash flow, we maintain significant credit availability under our Commercial Paper Program. Our ability to borrow at a cost-effective rate under the Commercial Paper Program is contingent upon maintaining an investment-grade credit rating. As of December 31, 2019,2020, our credit ratings were as follows, remaining unchanged from 2018:
|
| | | | | | | | | | | | | |
| | Short-term | | Long-term |
| Moody’s | | P-2 | | Baa2 |
| Standard and Poor’s | | A-2 | | BBB |
The credit ratings set forth above are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organization. Each rating should be evaluated independently of any other rating.
Our public debt does not contain financial covenants and our revolving credit lines have a debt-to-total capital covenant of 65%. As of December 31, 2019,2020, our debt-to-total capital ratio was significantly beneath this limit.
Contractual Obligations
The following table summarizes our contractual cash obligations by required payment period:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | | Less than
1 year | | 1 - 3
years | | 3 - 5
years | | More than
5 years | | Total |
| Long-term debt | | $ | 775.8 | | (a) | $ | 715.8 | | | $ | 665.1 | | | $ | 3,150.0 | | | $ | 5,306.7 | |
| Interest payments on long-term debt | | 231.4 | | | 415.1 | | | 345.7 | | | 1,641.6 | | | 2,633.8 | |
| Purchase obligations | | 735.2 | | | — | | | — | | | — | | | 735.2 | |
| Operating leases | | 152.0 | | | 192.3 | | | 69.6 | | | 34.5 | | | 448.4 | |
| Total contractual cash obligations | | $ | 1,894.4 | | | $ | 1,323.2 | | | $ | 1,080.4 | | | $ | 4,826.1 | | | $ | 9,124.1 | |
(a)Includes $343.0 million of debt redeemable at the option of the holder. The scheduled maturities of these bonds range between 2027 and 2028.
|
| | | | | | | | | | | | | | | | | | | | |
| In millions | | Less than 1 year | | 1 - 3 years | | 3 - 5 years | | More than 5 years | | Total |
| Long-term debt | | $ | 650.5 |
| (a) | $ | 440.2 |
| | $ | 1,215.0 |
| | $ | 3,307.2 |
| | $ | 5,612.9 |
|
| Interest payments on long-term debt | | 240.3 |
| | 446.7 |
| | 384.3 |
| | 1,802.9 |
| | 2,874.2 |
|
| Purchase obligations | | 1,020.0 |
| | — |
| | — |
| | — |
| | 1,020.0 |
|
| Operating leases | | 192.3 |
| | 258.4 |
| | 115.3 |
| | 68.1 |
| | 634.1 |
|
| Total contractual cash obligations | | $ | 2,103.1 |
| | $ | 1,145.3 |
| | $ | 1,714.6 |
| | $ | 5,178.2 |
| | $ | 10,141.2 |
|
| |
(a) | Includes $343.0 million of debt redeemable at the option of the holder. The scheduled maturities of these bonds range between 2027 and 2028. |
Future expected obligations under the Funding agreement and our pension and postretirement benefit plans, income taxes, environmental asbestos-related, and product liability matters have not been included in the contractual cash obligations table above.
Pensions
At December 31, 2019,2020, we had a net unfunded liability of $714.4$548.2 million, which consists of noncurrent pension assets of $50.4$72.8 million and current and non-current pension benefit liabilities of $764.8$621.0 million. It is our objective to contribute to the pension plans to ensure adequate funds are available in the plans to make benefit payments to plan participants and beneficiaries when required. We currently projectexpect that we will contribute approximately $90$56 million to our enterprise plans worldwide in 2020.2021. The timing and amounts of future contributions are dependent upon the funding status of the plan, which is expected to vary as a result of changes in interest rates, returns on underlying assets, and other factors. Therefore, pension contributions have been excluded from the preceding table. See Note 12 to the Consolidated Financial Statements for additional information regarding pensions.
Postretirement Benefits Other than Pensions
At December 31, 2019,2020, we had postretirement benefit obligations of $428.8$389.1 million. We fund postretirement benefit costs principally on a pay-as-you-go basis as medical costs are incurred by covered retiree populations. Benefit payments, which are net of expected plan participant contributions and Medicare Part D subsidy, are expected to be approximately $42$37 million in 2020.2021. Because benefit payments are not required to be funded in advance, and the timing and amounts of future payments are dependent on the cost of benefits for retirees covered by the plan, they have been excluded from the preceding table. See Note 12 to the Consolidated Financial Statements for additional information regarding postretirement benefits other than pensions.
Income Taxes
At December 31, 2019,2020, we have total unrecognized tax benefits for uncertain tax positions of $78.2$65.4 million and $16.9$14.6 million of related accrued interest and penalties, net of tax. The liability has been excluded from the preceding table as we are unable to reasonably estimate the amount and period in which these liabilities might be paid. See Note 18 to the Consolidated Financial Statements for additional information regarding income taxes, including unrecognized tax benefits.
Contingent Liabilities
We are involved in various litigation, claims and administrative proceedings, including those related to the Funding Agreements and environmental asbestos-related, and product liability matters. We believe that these liabilities are subject to the uncertainties inherent in estimating future costs for contingent liabilities, and will likely be resolved over an extended period of time. Because the timing and amounts of potential future cash flows are uncertain, they have been excluded from the preceding table. See Note 22 to the Consolidated Financial Statements for additional information regarding contingent liabilities.
Critical Accounting Policies
Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of financial statements in conformity with those accounting principles requires management to use judgment in making estimates and assumptions based on the relevant information available at the end of each period. These estimates and assumptions have a significant effect on reported amounts of assets and liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities because they result primarily from the need to make estimates and assumptions on matters that are inherently uncertain. Actual results may differ from these estimates. If updated information or actual amounts are different from previous estimates, the revisions are included in our results for the period in which they become known.
The following is a summary of certain accounting estimates and assumptions made by management that we consider critical.
•Goodwill and indefinite-lived intangible assets – We have significant goodwill and indefinite-lived intangible assets on our balance sheet related to acquisitions. These assets are tested and reviewed annually during the fourth quarter for impairment or when there is a significant change in events or circumstances that indicate that the fair value of an asset is more likely than not less than the carrying amount of the asset. In addition, an interim impairment test is completed upon a triggering event or when there is a reorganization of reporting structure or disposal of all or a portion of a reporting unit.
The determination of estimated fair value requires us to make assumptions about estimated cash flows, including profit margins, long-term forecasts, discount rates and terminal growth rates. We developed these assumptions based on the market and geographic risks unique to each reporting unit. For our annual impairment testing performed during the fourth quarter of 2019, we calculated the fair value for each of the reporting units and indefinite-lived intangibles. Based on the results of these calculations and further outlined below, we determined that the fair value of the reporting units and indefinite-lived intangible assets exceeded their respective carrying values. The estimates of fair value are based on the best information available as of the date of the assessment, which primarily incorporates management assumptions about expected future cash flows.
Annual Goodwill - Impairment Test
Impairment of goodwill is assessed at the reporting unit level and begins with a qualitative assessment to determine if it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for
determining whether it is necessary to perform the goodwill impairment test under ASCFinancial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 350, "Intangibles-Goodwill and Other" (ASC 350). For those reporting units that bypass or fail the qualitative assessment, the test compares the carrying amount of the reporting unit to its estimated fair value. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. To the extent that the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss would be recognized for the amount by which the reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting unit.
As quoted market prices are not available for our reporting units, the calculation of their estimated fair value is determined using three valuation techniques: a discounted cash flow model (an income approach), a market-adjusted multiple of earnings and revenues (a market approach), and a similar transactions method (also a market approach). The discounted cash flow approach relies on our estimates of future cash flows and explicitly addresses factors such as timing, growth and margins, with due consideration given to forecasting risk. The multiple of earnings and revenue multiplerevenues approach reflects the market's expectations for future growth and risk, with adjustments to account for differences between the guideline publicly traded companies and the subject reporting units. The similar transactions method considers prices paid in transactions that have recently occurred in our industry or in related industries. These valuation techniques are weighted 50%, 40% and 10%, respectively.
Interim Goodwill Impairment Test
During the first quarter of 2020, we announced a new organizational model and business segment structure. Under the incomerevised structure, we created three new regional operating segments (which also serve as our reportable segments) previously reported under our former climate segment. In connection with the new segment structure, we performed an interim goodwill impairment assessment immediately prior to the reorganization becoming effective, the results of which did not indicate any goodwill impairment. We then reassigned our goodwill among the newly designated reporting units using a relative fair value approach we assumedand immediately performed a forecasted cash flow period of five years with discount rates ranging from 10.0% to 13.0% and terminal growth rates ranging from 2.0% to 3.5%. Undersecond goodwill impairment assessment under the new reporting structure. The results did not indicate any goodwill impairment. We relied on the guideline public company method, we used an adjustedspecifically a market-adjusted multiple ranging from 5.5of earnings and revenues approach, to 13.0 of projected earnings before interest, taxes, depreciation and amortization (EBITDA) based oncalculate the market information of comparable companies. Additionally, we compared the estimated aggregate fair value of our reporting units to our overall market capitalization. For all reporting units except one in Latin America, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value) was a minimum of 32%. The one reporting unit with a percentage of carrying value less than 32% exceeded its carrying value by 5.4%. The reporting unit, reported within the Climate segment, has approximately $190 million of goodwill at the testing date. A significant increase in the discount rate, decrease in the long-term growth rate, or substantial reductions in our end markets and volume assumptions could have a negative impact on the estimated fair value of thesenew reporting units.
Other Indefinite-lived intangible assets–
Impairment of other intangible assets with indefinite useful lives is first assessed using a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. This assessment is used as a basis for determining whether it is necessary to calculate the fair value of an indefinite-lived intangible asset. For those indefinite-lived assets where it is required, a fair value is determined on a relief from royalty methodology (income approach) which is based on the implied royalty paid, at an appropriate discount rate, to license the use of an asset rather than owning the asset. The present value of the after-tax cost savings (i.e., royalty relief) indicates the estimated fair value of the asset. Any excess of the carrying value over the estimated fair value would be recognized as an impairment loss equal to that excess.
In testing our other indefinite-lived intangible assets for impairment, we assumed forecasted revenues for a period of five years with discount rates ranging from 10.0%•Asbestos matters – Prior to 14.5%, terminal growth rates of 3.0%, and royalty rates ranging from 0.5% to 4.5%. A significant increase in the discount rate, decrease in the long-term growth rate, decrease in the royalty rate or substantial reductions in our end markets and volume assumptions could have a negative impact on the estimated fair values of anyPetition Date, certain of our tradenames.
Long-lived assetswholly-owned subsidiaries and finite-lived intangibles – Long-lived assetsformer companies were named as defendants in asbestos-related lawsuits in state and finite-lived intangibles are reviewedfederal courts. We recorded a liability for impairment whenever events or changes in business circumstances indicate that the carrying amount ofour actual and anticipated future claims as well as an asset may not be fully recoverable. Assets are grouped with other assetsfor anticipated insurance settlements. We performed a detailed analysis and liabilities at the lowest level for which identifiable cash flows can be generated. Impairment in the carrying value ofprojected an asset would be recognized whenever anticipated future undiscounted cash flows from an asset are less than its carrying value. The impairment is measured as the amount by which the carrying value exceeds the fair valueestimated range of the asset as determined by an estimate of discounted cash flows. Changes in business conditions could potentially requiretotal liability for pending and unasserted future adjustments to these valuations.
Business combinations –asbestos-related claims. In accordance with ASC 805, "Business Combinations"450, "Contingencies" (ASC 805)450), acquisitions arewe recorded using the acquisition method of accounting. We includeliability at the operating results of acquired entities from their respective dates of acquisition.We recognize and measure the identifiable assets acquired, liabilities assumed, and any non-controlling interest aslow end of the acquisition date fair value. The valuation of intangible assets was determined using an income approach methodology.range as we believed that no amount within the range is a better estimate than any other amount. Our key assumptions used in valuingunderlying the intangible assets include projected future revenues, customer attrition rates, royalty rates,estimated asbestos-related liabilities included the number of people occupationally exposed and likely to develop asbestos-related diseases such as mesothelioma and lung cancer, the number of people likely to file an asbestos-related personal injury claim against us, the average settlement and resolution of each claim and the percentage of claims resolved with no payment. Asbestos-related defense costs were excluded from the asbestos claims liability and were recorded separately as services were incurred. None of our existing or previously-owned businesses were a producer or manufacturer of asbestos. We recorded certain income and expenses associated with our asbestos liabilities and corresponding insurance recoveries within Discontinued operations, net of tax rates and discount rates. The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired, liabilities assumed, and any non-controlling interest is recognized, as goodwill. Costs incurred as a result of a business combination other than coststhey related to the issuancepreviously divested businesses, except for amounts associated with asbestos liabilities and corresponding insurance recoveries of debt or equity securities areMurray and its predecessors, which were recorded in the period the costs are incurred.within continuing operations.
40
| |
• | Asbestos matters – Certain of our wholly-owned subsidiaries and former companies are named as defendants in asbestos-related lawsuits in state and federal courts. We record a liability for our actual and anticipated future claims as well as an asset for anticipated insurance settlements. We engage an outside expert to perform a detailed analysis and project an estimated range of the total liability for pending and unasserted future asbestos-related claims. In accordance with ASC 450, "Contingencies" (ASC 450), we record the liability at the low end of the range as we believe that no amount within the range is a better estimate than any other amount. Our key assumptions underlying the estimated asbestos-related liabilities include the number of people occupationally exposed and likely to develop asbestos-related diseases such as mesothelioma and lung cancer, the number of people likely to file an asbestos-related personal injury claim against us, the average settlement and resolution of each claim and the percentage of claims resolved with no payment. Asbestos-related defense costs are excluded from the asbestos claims liability and are recorded separately as services are incurred. None of our existing or previously-owned businesses were a producer or manufacturer of asbestos. We record certain income and expenses associated with our asbestos liabilities and corresponding insurance recoveries within Discontinued operations, net of tax, as they relate to previously divested businesses, except for amounts associated with Trane’s asbestos liabilities and corresponding insurance recoveries which are recorded within continuing operations. See Note 22 to the Consolidated Financial Statements for further information regarding asbestos-related matters.
|
Revenue recognition – Revenue is recognized when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. A majority of our revenues are recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract. However, a portion of our revenues are recognized over time as the customer simultaneously receives control as we perform work under a contract. For these arrangements, the cost-to-cost input method is used as it best depicts the transfer of control to the customer that occurs as we incurs costs. We adopted ASUAccounting Standard Update (ASU) No. 2014-09, "Revenue from Contracts with Customers" (ASC 606), on January 1, 2018 using the modified retrospective approach. Refer to Note 3, "Summary of Significant Accounting Policies" and Note 13, "Revenue" for additional information related to the adoption of ASC 606.
The transaction price allocated to performance obligations reflects our expectations about the consideration we will be entitled to receive from a customer. To determine the transaction price, variable and noncash consideration are assessed as well as whether a significant financing component exists. We include variable consideration in the estimated transaction price when it is probable that significant reversal of revenue recognized would not occur when the uncertainty associated with variable consideration is subsequently resolved. We consider historical data in determining our best estimates of variable consideration, and the related accruals are recorded using the expected value method.
We enter into sales arrangements that contain multiple goods and services, such as equipment, installation and extended warranties. For these arrangements, each good or service is evaluated to determine whether it represents a distinct performance obligation and whether the sales price for each obligation is representative of standalone selling price. If available, we utilize observable prices for goods or services sold separately to similar customers in similar circumstances to evaluate relative standalone selling price. List prices are used if they are determined to be representative of standalone selling prices. Where necessary, we ensure that the total transaction price is then allocated to the distinct performance obligations based on the determination of their relative standalone selling price at the inception of the arrangement.
We recognize revenue for delivered goods or services when the delivered good or service is distinct, control of the good or service has transferred to the customer, and only customary refund or return rights related to the goods or services exist. For extended warranties and long-term service agreements, revenue for these distinct performance obligations are recognized over time on a straight-line basis over the respective contract term.
•Income taxes – Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. We recognize future tax benefits, such as net operating losses and tax credits, to the extent that realizing these benefits is considered in our judgment to be more likely than not. We regularly review the recoverability of our deferred tax assets considering our historic profitability, projected future taxable income, timing of the reversals of existing temporary differences and the feasibility of our tax planning strategies. Where appropriate, we record a valuation allowance with respect to a future tax benefit.
The provision for income taxes involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which we operate. Future changes in applicable laws, projected levels of taxable income, and tax planning could change the effective tax rate and tax balances recorded by us. In addition, tax authorities periodically review income tax returns filed by us and can raise issues regarding our filing positions, timing and amount of income or deductions, and the allocation of income among the jurisdictions in which we operate. A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. We believe that we have adequately provided for any reasonably foreseeable resolution of these matters. We will adjust our estimate if significant events so dictate. To the extent that the ultimate results differ from our
original or adjusted estimates, the effect will be recorded in the provision for income taxes in the period that the matter is finally resolved.
•Employee benefit plans – We provide a range of benefits to eligible employees and retirees, including pensions, postretirement and postemployment benefits. Determining the cost associated with such benefits is dependent on various actuarial assumptions including discount rates, expected return on plan assets, compensation increases, mortality, turnover rates and healthcare cost trend rates. Actuarial valuations are performed to determine expense in accordance with GAAP. Actual results may differ from the actuarial assumptions and are generally accumulated and amortized into earnings over future periods. We review our actuarial assumptions at each measurement date and make modifications to the assumptions based on current rates and trends, if appropriate. The discount rate, the rate of compensation increase and the expected long-term rates of return on plan assets are determined as of each measurement date.
The rate of compensation increase is dependent on expected future compensation levels. The expected long-term rate of return on plan assets reflects the average rate of returns expected on the funds invested or to be invested to provide for the benefits included in the projected benefit obligation. The expected long-term rate of return on plan assets is based on what is achievable given the plan’s investment policy, the types of assets held and the target asset allocation. The expected long-term rate of return is determined as of each measurement date. We believe that the assumptions utilized in recording our obligations under our plans are reasonable based on input from our actuaries, outside investment advisors and information as to assumptions used by plan sponsors.
Changes in any of the assumptions can have an impact on the net periodic pension cost or postretirement benefit cost. Estimated sensitivities to the expected 20202021 net periodic pension cost of a 0.25% rate decline in the two basic
assumptions are as follows: the decline in the discount rate would increase expense by approximately $8.8$4.8 million and the decline in the estimated return on assets would increase expense by approximately $7.7$7.6 million. A 0.25% rate decrease in the discount rate for postretirement benefits would increase expected 20202021 net periodic postretirement benefit cost by $0.7 million and a 1.0% increase in the healthcare cost trend rate would increase the service and interest cost by approximately $0.5 million.
Recent Accounting Pronouncements
See Note 3 to the Consolidated Financial Statements for a discussion of recent accounting pronouncements.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to fluctuations in currency exchange rates, interest rates and commodity prices which could impact our results of operations and financial condition.
Foreign Currency Exposures
We have operations throughout the world that manufacture and sell products in various international markets. As a result, we are exposed to movements in exchange rates of various currencies against the U.S. dollar as well as against other currencies throughout the world.
Many of our non-U.S. operations have a functional currency other than the U.S. dollar, and their results are translated into U.S. dollars for reporting purposes. Therefore, our reported results will be higher or lower depending on the weakening or strengthening of the U.S. dollar against the respective foreign currency. Our largest concentration of revenues from non-U.S. operations as of December 31, 20192020 are in Euros and Chinese Yuan. A hypothetical 10% unfavorable change in the average exchange rate used to translate Net revenues for the year ended December 31, 20192020 from either Euros or Chinese Yuan-based operations into U.S. dollars would not have a material impact on our financial statements.
We use derivative instruments to hedge those material exposures that cannot be naturally offset. The instruments utilized are viewed as risk management tools, primarily involve little complexity and are not used for trading or speculative purposes. To minimize the risk of counter party non-performance, derivative instrument agreements are made only through major financial institutions with significant experience in such derivative instruments.
We evaluate our exposure to changes in currency exchange rates on our foreign currency derivatives using a sensitivity analysis. The sensitivity analysis is a measurement of the potential loss in fair value based on a percentage change in exchange rates. Based on the firmly committed currency derivative instruments in place at December 31, 2019,2020, a hypothetical change in fair value of those derivative instruments assuming a 10% adverse change in exchange rates would result in an unrealized loss of approximately $23.2$22.3 million, as compared with $17.6$27.8 million at December 31, 2018.2019. These amounts, when realized, would be offset by changes in the fair value of the underlying transactions.
Commodity Price Exposures
We are exposed to volatility in the prices of commodities used in some of our products and we use fixed price contracts to manage this exposure. We do not have committed commodity derivative instruments in place at December 31, 2019.
2020.
Interest Rate Exposure
Our debt portfolio mainly consists of fixed-rate instruments, and therefore any fluctuation in market interest rates is not expected to have a material effect on our results of operations.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| |
(a) | The following Consolidated Financial Statements and Financial Statement Schedules and the report thereon of PricewaterhouseCoopers LLP dated February 18, 2020, are presented in this Annual Report on Form 10-K beginning on page F-1. |
(a)The following Consolidated Financial Statements and the report thereon of PricewaterhouseCoopers LLP dated February 9, 2021, are presented in this Annual Report on Form 10-K beginning on page F-1.
Consolidated Financial Statements:
Report of independent registered public accounting firmIndependent Registered Public Accounting Firm
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019, 2018 and 20172018
Consolidated Balance Sheets at December 31, 20192020 and 20182019
For the years ended December 31, 2020, 2019, 2018 and 2017:2018:
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Financial Statement Schedule:
Schedule II – Valuation(b)In connection with the completion of the Transaction, we do not beneficially own any Ingersoll Rand Industrial shares of common stock and Qualifying Accountsno longer consolidate Ingersoll Rand Industrial in our financial statements. As a result, the following unaudited selected quarterly financial data presents the results of Ingersoll Rand Industrial as a discontinued operation for periods prior to the Distribution date. The unaudited selected quarterly financial data for the two years ended December 31, 2019, 2018 and 2017is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 |
| In millions, except per share amounts | | First
Quarter | | Second
Quarter | | Third
Quarter | | Fourth
Quarter |
| Net revenues | | $ | 2,641.3 | | | $ | 3,138.8 | | | $ | 3,495.5 | | | $ | 3,179.1 | |
| Cost of goods sold | | (1,898.8) | | | (2,160.5) | | | (2,360.8) | | | (2,231.2) | |
| Operating income | | 154.4 | | | 423.5 | | | 566.9 | | | 388.0 | |
| Earnings from continuing operations | | 52.8 | | | 278.3 | | | 410.1 | | | 250.2 | |
| Discontinued operations, net of tax | | (78.7) | | | (36.2) | | | (5.5) | | | (1.0) | |
| Net earnings (loss) | | (25.9) | | | 242.1 | | | 404.6 | | | 249.2 | |
| Net earnings (loss) attributable to Trane Technologies plc | | (29.2) | | | 238.8 | | | 400.6 | | | 244.7 | |
| Amounts attributable to Trane Technologies plc ordinary shareholders: | | | | | | | | |
| Continuing operations | | $ | 50.0 | | | $ | 275.4 | | | $ | 406.1 | | | $ | 245.7 | |
| Discontinued operations | | (79.2) | | | (36.6) | | | (5.5) | | | (1.0) | |
| Net earnings (loss) | | $ | (29.2) | | | $ | 238.8 | | | $ | 400.6 | | | $ | 244.7 | |
| Earnings (Loss) per share attributable to Trane Technologies plc ordinary shareholders: | | | | | | | | |
| Basic: | | | | | | | | |
| Continuing operations | | $ | 0.21 | | | $ | 1.15 | | | $ | 1.69 | | | $ | 1.02 | |
| Discontinued operations | | $ | (0.33) | | | $ | (0.15) | | | $ | (0.02) | | | $ | — | |
| Diluted: | | | | | | | | |
| Continuing operations | | $ | 0.21 | | | $ | 1.14 | | | $ | 1.67 | | | $ | 1.01 | |
| Discontinued operations | | $ | (0.33) | | | $ | (0.15) | | | $ | (0.03) | | | $ | — | |
| | 2019 |
| | First
Quarter | | Second
Quarter | | Third
Quarter | | Fourth
Quarter |
| Net revenues | | $ | 2,803.7 | | | $ | 3,617.6 | | | $ | 3,470.9 | | | $ | 3,183.7 | |
| Cost of goods sold | | (1,989.2) | | | (2,462.8) | | | (2,366.6) | | | (2,266.9) | |
| Operating income | | 236.5 | | | 566.9 | | | 536.5 | | | 330.2 | |
| Earnings from continuing operations | | 147.3 | | | 412.6 | | | 386.3 | | | 214.1 | |
| Discontinued operations, net of tax | | 56.4 | | | 47.7 | | | 77.1 | | | 87.0 | |
| Net earnings (loss) | | 203.7 | | | 460.3 | | | 463.4 | | | 301.1 | |
| Net earnings (loss) attributable to Trane Technologies plc | | 199.9 | | | 456.1 | | | 458.8 | | | 296.1 | |
| Amounts attributable to Trane Technologies plc ordinary shareholders: | | | | | | | | |
| Continuing operations | | $ | 144.2 | | | $ | 409.1 | | | $ | 382.6 | | | $ | 209.2 | |
| Discontinued operations | | 55.7 | | | 47.0 | | | 76.2 | | | 86.9 | |
| Net earnings (loss) | | $ | 199.9 | | | $ | 456.1 | | | $ | 458.8 | | | $ | 296.1 | |
| Earnings (Loss) per share attributable to Trane Technologies plc ordinary shareholders: | | | | | | | | |
| Basic: | | | | | | | | |
| Continuing operations | | $ | 0.59 | | | $ | 1.69 | | | $ | 1.58 | | | $ | 0.87 | |
| Discontinued operations | | $ | 0.23 | | | $ | 0.19 | | | $ | 0.32 | | | $ | 0.36 | |
| Diluted: | | | | | | | | |
| Continuing operations | | $ | 0.59 | | | $ | 1.67 | | | $ | 1.57 | | | $ | 0.86 | |
| Discontinued operations | | $ | 0.23 | | | $ | 0.19 | | | $ | 0.31 | | | $ | 0.36 | |
| |
(b) | The unaudited selected quarterly financial data for the two years ended December 31, is as follows:
|
|
| | | | | | | | | | | | | | | | |
| | | 2019 |
| In millions, except per share amounts | | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| Net revenues | | $ | 3,575.9 |
| | $ | 4,527.8 |
| | $ | 4,344.3 |
| | $ | 4,150.9 |
|
| Cost of goods sold | | (2,517.3 | ) | | (3,094.1 | ) | | (2,935.8 | ) | | (2,904.3 | ) |
| Operating income | | 318.5 |
| | 650.5 |
| | 623.2 |
| | 425.4 |
|
| Earnings from continuing operations | | 205.8 |
| | 465.9 |
| | 439.0 |
| | 277.2 |
|
| Net earnings | | 203.7 |
| | 460.3 |
| | 463.4 |
| | 301.1 |
|
| Net earnings attributable to Ingersoll-Rand plc | | 199.9 |
| | 456.1 |
| | 458.8 |
| | 296.1 |
|
| Earnings per share attributable to Ingersoll-Rand plc ordinary shareholders: | | | | | | | | |
| Basic: | | | | | | | | |
| Continuing operations | | $ | 0.83 |
| | $ | 1.91 |
| | $ | 1.80 |
| | $ | 1.13 |
|
| Discontinued operations | | $ | (0.01 | ) | | $ | (0.03 | ) | | $ | 0.10 |
| | $ | 0.10 |
|
| Diluted: | | | | | | | | |
| Continuing operations | | $ | 0.82 |
| | $ | 1.88 |
| | $ | 1.78 |
| | $ | 1.12 |
|
| Discontinued operations | | $ | — |
| | $ | (0.02 | ) | | $ | 0.10 |
| | $ | 0.10 |
|
| | | 2018 |
| | | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| Net revenues | | $ | 3,384.5 |
| | $ | 4,357.7 |
| | $ | 4,030.9 |
| | $ | 3,895.1 |
|
| Cost of goods sold | | (2,420.2 | ) | | (2,964.1 | ) | | (2,718.3 | ) | | (2,745.0 | ) |
| Operating income | | 243.4 |
| | 640.3 |
| | 587.0 |
| | 446.7 |
|
| Earnings from continuing operations | | 133.5 |
| | 458.5 |
| | 531.1 |
| | 256.0 |
|
| Net earnings | | 124.1 |
| | 452.6 |
| | 519.4 |
| | 261.4 |
|
| Net earnings attributable to Ingersoll-Rand plc | | 120.4 |
| | 448.1 |
| | 515.1 |
| | 254.0 |
|
| Earnings per share attributable to Ingersoll-Rand plc ordinary shareholders: | | | | | | | | |
| Basic: | | | | | | | | |
| Continuing operations | | $ | 0.52 |
| | $ | 1.83 |
| | $ | 2.14 |
| | $ | 1.02 |
|
| Discontinued operations | | $ | (0.04 | ) | | $ | (0.02 | ) | | $ | (0.05 | ) | | $ | 0.02 |
|
| Diluted: | | | | | | | | |
| Continuing operations | | $ | 0.51 |
| | $ | 1.82 |
| | $ | 2.11 |
| | $ | 1.00 |
|
| Discontinued operations | | $ | (0.03 | ) | | $ | (0.03 | ) | | $ | (0.05 | ) | | $ | 0.03 |
|
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
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| (a) | Evaluation of Disclosure Controls and Procedures |
The Company's management, including its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2019,2020, that the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act has been recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and that such information has been accumulated and communicated to the Company's management including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
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| (b) | Management's Report on Internal Control Over Financial Reporting |
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by the Company's Board of Directors to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management has assessed the effectiveness of internal control over financial reporting as of December 31, 2019.2020. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control - Integrated Framework (2013). Management concluded that based on its assessment, the Company's internal control over financial reporting was effective as of December 31, 2019.
In May 2019, the Company acquired Precision Flow Systems (PFS), which has total assets, excluding intangible assets and goodwill arising from the acquisition, and total revenue of approximately 2% and 1%, respectively, of the amounts reported as total assets and net revenue in the consolidated financial statements as of and for the year ended December 31, 2019. Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2019 excluded the PFS acquisition, as the Company is in the process of aligning and integrating various processes, systems and internal controls related to the business and operations of this subsidiary, excluding intangible assets and goodwill, which are included within the scope of Management's assessment. Guidance issued by the SEC staff permits management to omit from the scope of its assessment a recently acquired business in the year of acquisition.2020.
The effectiveness of the Company's internal control over financial reporting as of December 31, 20192020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
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| (c) | Changes in Internal Control Over Financial Reporting |
There were no changes in internal control over financial reporting (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 20192020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B. OTHER INFORMATION
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information regarding our executive officers is included in Part I under the caption “Executive Officers of Registrant.”
The other information required by this item is incorporated herein by reference to the information contained under the headings “Item 1. Election of Directors”, “Delinquent Section 16(a) Reports” and “Corporate Governance” in our definitive proxy statement for the 20202021 annual general meeting of shareholders (2020(2021 Proxy Statement).
Item 11. EXECUTIVE COMPENSATION
The other information required by this item is incorporated herein by reference to the information contained under the headings “Compensation Discussion and Analysis,” “Compensation of Directors,” “Executive Compensation,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in our 20202021 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The other information required by this item is incorporated herein by reference to the information contained under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our 20202021 Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The other information required by this item is incorporated herein by reference to the information contained under the headings “Corporate Governance” and “Certain Relationships and Related Person Transactions” in our 20202021 Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to the information contained under the caption “Fees of the Independent Auditors” in our 20202021 Proxy Statement.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a) 1. and 2. | Financial statements and financial statement scheduleStatements See Item 8. |
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3.2. | ExhibitsFinancial Statement Schedules |
| Schedules have been omitted because the required information is not applicable or because the required information is included elsewhere in this Annual Report on Form 10-K. |
| |
| 3. | Exhibits |
| The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K. |
INGERSOLL-RAND
TRANE TECHNOLOGIES PLC
INDEX TO EXHIBITS
(Item 15(a))
Description
Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), Ingersoll-RandTrane Technologies plc (the “Company”) has filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.
On July 1, 2009, Ingersoll-Rand Company Limited, a Bermuda company, completed a reorganization to change the jurisdiction of incorporation of the parent company from Bermuda to Ireland. As a result, Ingersoll-Rand plc replaced Ingersoll-Rand Company Limited as the ultimate parent company effective July 1, 2009. All references related to the Company prior to July 1, 2009 relate to Ingersoll-Rand Company Limited. On March 2, 2020, Ingersoll-Rand plc changed its name to Trane Technologies plc.
(a) Exhibits
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| Exhibit No. | | Description | | Method of Filing |
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Exhibit No.2.1 | | Description | | Method of Filing |
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2.1 | |
| | Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013.
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| 2.2 | | | | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on May 6, 2019. |
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| 2.3 | | | | Incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on May 6, 2019). |
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| 3.1 | | | | Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on June 7, 2016. |
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| 3.2 | | | | Filed herewith. |
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| | The Company and its subsidiaries are parties to several long-term debt instruments under which, in each case, the total amount of securities authorized does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. | | Pursuant to paragraph 4 (iii)(A) of Item 601 (b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
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| 4.1 | | | | Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
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4.2Exhibit No. | | Description | | Method of Filing |
| 4.2 | | | | Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
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Exhibit No.4.3 | | Description | | Method of Filing |
4.3 | | | | Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013. |
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| 4.4 | | | | Incorporated by reference to Exhibit 4.4 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
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| 4.5 | | Fourth Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand plc, an Irish public limited company, Ingersoll-Rand Company, a New Jersey corporation, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 20, 2013. | | Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on November 26, 2013.
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| 4.6 | | Fifth Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., as guarantors, and The Bank of New York Mellon, as Trustee, to an Indenture, dated as of June 20, 2013. | | Incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
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| 4.7 | | Sixth Supplemental Indenture, dated as of December 18, 2015, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., and Ingersoll-Rand Lux International Holding Company S.à.r.l. as guarantors, and The Bank of New York Mellon, as Trustee, to an Indenture, dated as of June 20, 2013. | | Incorporated by reference to Exhibit 4.21 to the Company's Form 10-K for the fiscal year ended 2015 (File No. 001-34400) filed with the SEC on February 12, 2016.
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| 4.8 | | Seventh Supplemental Indenture, dated as of April 5, 2016, by and among Ingersoll-Rand Global Holding company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., and Ingersoll-Rand Irish Holdings Unlimited Company, as guarantors, and The Bank of New York Mellon, as Trustee, to an indenture, dated as of June 20, 2013.
| | Incorporated by reference to Exhibit 4.19 to the Company’s Form 10-K for the fiscal year ended 2016 (File No. 001-34400) filed with the SEC on February 13, 2017.
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| Exhibit No. | | Description | | Method of Filing |
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Exhibit No.4.9 | | DescriptionEighth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies plc, Trane Technologies Luxembourg Finance S.A., Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., and The Bank of New York Mellon, as Trustee, to an indenture dated as of June 20, 2013. | | Method of FilingFiled herewith. |
4.9 | | | | |
| 4.10 | | Ninth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies plc, Trane Technologies Luxembourg Finance S.A., Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., and The Bank of New York Mellon, as Trustee, to an indenture dated as of June 20, 2013. | | Filed herewith. |
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| 4.11 | | Tenth Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies HoldCo Inc., Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies plc, Trane Technologies Luxembourg Finance S.A., Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Company LLC, and The Bank of New York Mellon, as Trustee, to an indenture dated as of June 20, 2013. | | Filed herewith. |
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| 4.12 | | Eleventh Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies HoldCo Inc., Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies plc, Trane Technologies Luxembourg Finance S.A., Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Company LLC, and The Bank of New York Mellon, as Trustee, to an indenture dated as of June 20, 2013. | | Filed herewith. |
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| 4.13 | | Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee. | | Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014
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4.104.14 | | First Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 2.625% Senior Notes due 2020. | | Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
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4.11Exhibit No. | | Description | | Method of Filing |
| 4.15 | | Second Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 3.550% Senior Notes due 2024. | | Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
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4.124.16 | | Third Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 4.650% Senior Notes due 2044. | | Incorporated by reference to Exhibit 4.34.4 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014. |
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4.134.17 | | Fourth Supplemental Indenture, dated as of December 18, 2015, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company, Ingersoll-Rand Global Holding Company Limited, and Ingersoll-Rand Lux International Holding Company S.à.r.l. as guarantors, and The Bank of New York Mellon, as Trustee. | | Incorporated by reference to Exhibit 4.27 to the Company's Form 10-K for the fiscal year ended 2015 (File No. 001-34400) filed with the SEC on February 12, 2016. |
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4.144.18 | | Fifth Supplemental Indenture, dated as of April 5, 2016, by and among Ingersoll-Rand Luxembourg Finance S.A., as Issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand Company, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company, as guarantors, and The Bank of New York Mellon, as Trustee.
| | Incorporated by reference to Exhibit 4.25 to the Company’s Form 10-K for the fiscal year ended 2016 (File No. 001-34400) filed with the SEC on February 13, 2017. |
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4.154.19 | | Sixth Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company, Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., and the Bank of New York Mellon, as Trustee. | | Filed herewith. |
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| 4.20 | | Seventh Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Ingersoll-Rand Global Holding Company Limited, Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC, and the Bank of New York Mellon, as Trustee. | | Filed herewith. |
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| 4.21 | | Eighth Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Ingersoll-Rand Global Holding Company Limited, Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC, and the Bank of New York Mellon, as Trustee. | | Filed herewith. |
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| Exhibit No. | | Description | | Method of Filing |
| 4.22 | | Ninth Supplemental Indenture, dated as of May 1, 2020, by and among Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Ingersoll-Rand Global Holding Company Limited, Trane Technologies Lux International Holding Company S.à.r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC, and the Bank of New York Mellon, as Trustee. | | Filed herewith. |
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| 4.23 | | Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee. | | Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. |
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Exhibit No.4.24 | | Description | | Method of Filing |
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4.16 | | First Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 2.900% Senior Notes due 2021. | | Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. |
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4.174.25 | | Second Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 3.750% Senior Notes due 2028. | | Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. |
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4.184.26 | | Third Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 4.300% Senior Notes due 2048. | | Incorporated by reference to Exhibit 4.6 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018. |
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4.194.27 | | Fourth Supplemental Indenture, dated as of March 21, 2019, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 3.500% Senior Notes due 2026. | | Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 26, 2019. |
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4.20Exhibit No. | | Description | | Method of Filing |
| 4.28 | | Fifth Supplemental Indenture, dated as of March 21, 2019, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 3.800% Senior Notes due 2029. | | Incorporated by reference to Exhibit 4.14.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 26, 2019. |
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4.224.29 | | Sixth Supplemental Indenture, dated as of March 21, 2019, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 4.500% Senior Notes due 2049. | | Incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 26, 2019. |
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Exhibit No.4.30 | | DescriptionSeventh Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Ingersoll-Rand Company, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc. and Wells Fargo Bank, National Association, as Trustee. | | Method of FilingFiled herewith. |
4.23 | | | | |
| 4.31 | | Eighth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC and Wells Fargo Bank, National Association, as Trustee. | | Filed herewith. |
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| 4.32 | | Ninth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC and Wells Fargo Bank, National Association, as Trustee. | | Filed herewith. |
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| 4.33 | | Tenth Supplemental Indenture, dated as of May 1, 2020, by and among Ingersoll-Rand Global Holding Company Limited, Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies HoldCo Inc., Trane Technologies Company LLC and Wells Fargo Bank, National Association, as Trustee. | | Filed herewith. |
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| 4.34 | | | | Incorporated by reference to Exhibit 4.6 to the Company’s Form S-3 (File No. 333-161334) filed with the SEC on August 13, 2009. |
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4.24Exhibit No. | | Description | | Method of Filing |
| 4.35 | | | | Filed herewith. |
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| 10.1* | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on June 12, 2018.
Filed herewith. |
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| 10.2* | | | | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on June 12, 2018.Filed herewith. |
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| 10.3* | | | | Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on June 12, 2018.Filed herewith. |
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| 10.4 | | Credit Agreement dated March 15, 2016 among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., BNP Paribas, Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Documentation Agents, and JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto. | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 17, 2016. |
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10.5 | | | | Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K for the fiscal year ended 2017 (File No. 001-34400) filed with the SEC on February 13, 2017. |
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10.6 | | Credit Agreement dated April 17, 2018 among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company, Ingersoll-Rand Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., BNP Paribas, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., and MUFG Bank Ltd. as Documentation Agents, and JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto.
| | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on April 19, 2018. |
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|
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| 10.5 | | Credit Agreement dated June 4, 2020 among Trane Technologies Holdco Inc., Trane Technologies Global Holding Company Limited and Trane Technologies Luxembourg Finance S.A., Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l. (“TT Lux Holding Company”), Trane Technologies Irish Holdings Unlimited Company (“Irish Holdings”), Trane Technologies Company LLC (“TTC” and, together with TT Parent, Irish Holdings and TT Lux Holding Company, the “Guarantors”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and MUFG Bank, Ltd., as Documentation Agents, and JPMorgan Chase Bank, N.A., Citibank, N.A., BofA Securities, Inc., BNP Securities Corp. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto. | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. | | Description | | Method of Filing 001-34400) filed with the SEC on June 10, 2020. |
10.7 | | | | |
| 10.6 | |
| | Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009. |
| | | | |
10.810.7 | |
| | Incorporated by reference to Exhibit 10.1 to Trane Inc.’s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007. |
| | | | |
10.910.8 | | | | Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013. |
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10.10*10.9* | | | | Incorporated by reference to Exhibit 4.5 to the Company's Form S-8 (File No. 333-189446) filed with the SEC on June 19, 2013.Filed herewith. |
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10.11*Exhibit No. | | Description | | Method of Filing |
| 10.10* | | | | Incorporated by reference to Exhibit 4.3 to the Company’s Form S-8 (File No. 333-225575) filed with the SEC on June 12, 2018.Filed herewith. |
| | | | |
10.12*10.11* | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2017 (File No. 001-34400) filed with the SEC on July 26, 2017.Filed herewith. |
| | | | |
10.13*10.12* | | | | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2017 (File No. 001-34400) filed with the SEC on July 26, 2017.Filed herewith. |
| | | | |
10.14*10.13* | | | | Incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K for the fiscal year ended 2011 (File No. 001-34400) filed with the SEC on February 21, 2012. |
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10.15* | | | | Incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K for the fiscal year ended 2011 (File No. 001-16831) filed with the SEC on February 21, 2012. |
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10.16* | | | | Incorporated by reference to Exhibit 10.11 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.Filed herewith. |
| | | | |
10.17*10.14* | | | | Incorporated by reference to Exhibit 10.12 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.Filed herewith. |
| | | | |
10.18*10.15* | | | | Incorporated by reference to exhibit 10.23 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.Filed herewith. |
| | | | |
10.19*10.16* | | | | Incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018. |
| | | | |
10.20* | | | | Incorporated by reference to exhibit 10.24 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013. |
| | | | |
| Filed herewith. |
| | | | |
Exhibit No.10.17* | | Description | | Method of Filing |
10.21* | | | | Incorporated by reference to Exhibit 10.23 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018. |
| | | | |
10.22* | | | | Incorporated by reference to Exhibit 10.19 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.Filed herewith. |
| | | | |
10.23*10.18* | | | | Incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018. |
| | | | |
10.24* | | | | Incorporated by reference to Exhibit 10.28 to the Company’s Form 10-K for the fiscal year ended 2008 (File No. 001-16831) filed with the SEC on March 2, 2009.Filed herewith. |
| | | | |
10.25*10.19* | | | | Incorporated by reference to Exhibit 10.21 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.Filed herewith. |
| | | | |
10.26*10.20* | | | | Incorporated by reference to exhibit 10.32 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.Filed herewith. |
| | | | |
10.27*10.21* | | | | Incorporated by reference to exhibit 10.27 to the Company’s Form 10-K for the fiscal year ended 2018 (File No. 001-34400) filed with the SEC on February 12, 2019.
Filed herewith. |
| | | | |
10.28*10.22* | | | | Incorporated by reference to exhibit 10.28 to the Company’s Form 10-K for the fiscal year ended 2018 (File No. 001-34400) filed with the SEC on February 12, 2019.
|
| | | | |
10.29* | | | | Incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018. |
| | | | |
10.30*10.23* | |
| | Incorporated by reference to Exhibit 99.1 to the Company's Form 8-K (File No. 001-16831) filed with the SEC on December 4, 2006. |
| | | | |
10.31*10.24* | | | | Incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on December 4, 2006. |
| | | | |
10.32*10.25* | | | | Incorporated by reference to Exhibit 10.32 to the Company’s Form 10-Q for the period ended June 30, 2009 (File No. 001-34400) filed with the SEC on August 6, 2009. |
| | | | |
10.33*10.26* | | | | Incorporated by reference to Exhibit 10.33 to the Company’s Form 10-Q for the period ended June 30, 2009 (File No. 001-34400) filed with the SEC on August 6, 2009. |
| | | | |
10.34*10.27* | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the period ended June 30, 2019 (File No. 001-34400) filed with the SEC on August 5, 2019.Filed herewith. |
| | | | |
| | | | | | | | | | | | | | |
10.35*Exhibit No. | | Description | | Method of Filing |
| 10.28* | | | | Incorporated by reference to Exhibit 10.35 to the Company’s Form 10-K for the fiscal year ended 2003 (File No. 001-16831) filed with the SEC on February 27, 2004. |
| | | | |
|
| | | | |
Exhibit No.10.29* | | Description | | Method of Filing |
10.36* | | | | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on June 10, 2008. |
| | | | |
10.37*10.30* | | | | Incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K for the fiscal year ended 2008 (File No. 001-16831) filed with the SEC on March 2, 2009. |
| | | | |
10.38*10.31* | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 5, 2010. |
| | | | |
10.39*10.32* | | | | Incorporated by reference to exhibit 10.48 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013. |
| | | | |
10.40*10.33* | | | | Incorporated by reference to Exhibit 10.45 to the Company's Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-16831) filed with the SEC on March 1, 2007. |
| | | | |
10.41*10.34* | | | | Incorporated by reference to exhibit 10.53 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013. |
| | | | |
10.43*10.35* | | | | Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on October 2, 2013. |
| | | | |
10.44*10.36* | | | | Incorporated by reference to Exhibit 10.44 to the Company’s Form 10-K for the year ended December 31, 2018 (File No. 001-34400) filed with the SEC on February 12, 2019.
|
| | | | |
10.45*10.37* | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on December 11, 2019. |
| | | | |
10.46*10.38* | | | | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on December 10, 2019. |
| | | | |
10.47*10.39* | | | | Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013. |
| | | | |
| 21 | | | | Filed herewith. |
| | | | |
| 23.1 | | | | Filed herewith. |
| | | | |
| 31.1 | | | | Filed herewith. |
| | | | |
| 31.2 | | | | Filed herewith. |
| | | | |
| | | | | | | | | | | | | | |
32Exhibit No. | | Description | | Method of Filing |
| 32 | | | | Furnished herewith. |
|
| | | | |
Exhibit No.101 | | Description | | Method of Filing |
| | | | |
101 | | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019,2020, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. | | Furnished herewith. |
* Management contract or compensatory plan or arrangement.
Item 16. FORM 10-K SUMMARY
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INGERSOLL-RANDTRANE TECHNOLOGIES PLC
(Registrant)
|
| | | | | | | |
| By: | | /s/ Michael W. Lamach |
| | Michael W. Lamach |
| | Chairman of the Board and Chief Executive Officer |
| Date: | | February 18, 20209, 2021 |
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
Signature | | Title | | Date |
| | | | |
| /s/ Michael W. Lamach | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | February 18, 20209, 2021 |
| (Michael W. Lamach) | | | |
| | | | |
/s/ Susan K. CarterChristopher J. Kuehn | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | February 18, 20209, 2021 |
(Susan K. Carter)Christopher J. Kuehn) | | | |
| | | | |
/s/ Christopher J. KuehnHeather R. Howlett | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | February 18, 20209, 2021 |
(Christopher J. Kuehn)Heather R. Howlett) | | | |
| | | | |
| /s/ Kirk E. Arnold | | Director | | February 18, 20209, 2021 |
| (Kirk E. Arnold) | | | |
| | | | |
| /s/ Ann C. Berzin | | Director | | February 18, 20209, 2021 |
| (Ann C. Berzin) | | | |
| | | | |
| /s/ John Bruton | | Director | | February 18, 20209, 2021 |
| (John Bruton) | | | |
| | | | |
| /s/ Jared L. Cohon | | Director | | February 18, 20209, 2021 |
| (Jared L. Cohon) | | | |
| | | | |
| /s/ Gary D. Forsee | | Director | | February 18, 20209, 2021 |
| (Gary D. Forsee) | | | |
| | | | |
| /s/ Linda P. Hudson | | Director | | February 18, 20209, 2021 |
| (Linda P. Hudson) | | | |
| | | | |
| /s/ Myles P. Lee | | Director | | February 18, 20209, 2021 |
| (Myles P. Lee) | | | |
| | | | |
| /s/ April Miller Boise | | Director | | February 9, 2021 |
| (April Miller Boise) | | | |
| | | | |
| /s/ Karen B. Peetz | | Director | | February 18, 20209, 2021 |
| (Karen B. Peetz) | | | |
| | | | |
| /s/ John P. Surma | | Director | | February 18, 20209, 2021 |
| (John P. Surma) | | | |
| | | | |
| /s/ Richard J. Swift | | Director | | February 18, 20209, 2021 |
| (Richard J. Swift) | | | |
| | | | |
| /s/ Tony L. White | | Director | | February 18, 20209, 2021 |
| (Tony L. White) | | | |
INGERSOLL-RAND
TRANE TECHNOLOGIES PLC
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Ingersoll-RandTrane Technologies plc
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Ingersoll-RandTrane Technologies plc and its subsidiaries (the “Company”) as of December 31, 20192020 and 2018, 2019,and the related consolidated statements of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2019,2020, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2019 listed in the accompanying index (collectively referred to as the “consolidated financial statements”).We also have audited the Company's internal control over financial reporting as of December 31, 2019,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20192020 and 2018, 2019, and the results of its operations and its cash flows for each of the three years in the period ended December, 31 20192020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Precision Flow Systems (PFS) from its assessment of internal control over financial reporting as of December 31, 2019 because it was acquired by the Company in a purchase business combination during 2019. We have also excluded PFS from our 2019 audit of internal control over financial reporting. PFS is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 2% and approximately 1% respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Liability for Asbestos-Related MattersTax-Free Determination of the Reverse Morris Trust Transaction
As described in Notes 32, 18 and 2219 to the consolidated financial statements, on February 29, 2020, the Company completed its Reverse Morris Trust transaction (the Transaction) with Gardner Denver Holdings, Inc. (Gardner Denver, which changed its name to Ingersoll Rand, Inc. after the Transaction) whereby the Company distributed Ingersoll-Rand U.S. Holdco, Inc., which contained the Company's former Industrial segment (Ingersoll Rand Industrial), through a pro rata distribution (the Distribution) to shareholders of record as of February 24, 2020. Ingersoll Rand Industrial then merged into a wholly-owned subsidiary of Gardner Denver. As disclosed by management, the Transaction was determined to qualify for tax-free treatment under certain sections of the Company’s wholly-owned subsidiaries and former companies are named as defendants in asbestos-related lawsuits in state and federal courts for which management recorded asbestos-related liabilities of $547 million as of December 31, 2019. Management engaged an outside expert to perform a detailed analysis and project an estimated rangeInternal Revenue Code. The determination of the Transaction as tax-free requires management to make significant judgments about the interpretation of tax laws and regulations. This determination is the subject of periodic audits by U.S. tax authorities. Unfavorable audit findings and tax rulings may have a material adverse effect on the Company’s total liability for pending and unasserted future asbestos-related claims. Management’s key assumptions underlying the estimated asbestos-related liabilities included the numberfinancial condition, results of people likely to have been occupationally exposed to asbestos and likely to develop asbestos-related diseases such as mesothelioma and lung cancer, the number of people likely to file an asbestos-related personal injury claim against the Company, the average settlement and resolution value of claims, and the percentage of claims resolved with no payment.operations or cash flows.
The principal considerations for our determination that performing procedures relating to the liability for asbestos-related matterstax-free determination of the Reverse Morris Trust transaction is a critical audit matter are (i) there wasthe significant judgment by management regarding the Transaction and application of U.S. tax laws and regulations in developingdetermining that the estimate for asbestos-related liabilities, which in turn led toTransaction would qualify as tax-free, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s estimatethe tax-free determination, and the aforementioned assumptions underlying the estimated asbestos-related liabilities, and (ii)(iii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s estimate for asbestos-related matters, including controls over development of the aforementioned assumptions underlying the estimated asbestos-related liabilities. These procedures also included, among others, testing management’s process for developing the estimate for asbestos-related matters. This included evaluating the appropriateness of the estimate and the reasonableness of the aforementioned assumptions underlying the asbestos-related liabilities. Professionals with specialized skill and knowledge were used to assist in (i) evaluating whether the forecast of new claims that may be filed against the Company was reasonable considering recent Company experience and industry data, which represents the estimated number of individuals likely to have been occupationally exposed to asbestos and expected to develop asbestos-related diseases such as mesothelioma and lung cancer, (ii) evaluating whether the assumed number of people likely to file an asbestos-related personal injury claim against the Company was reasonable, considering the Company’s historical experience, (iii) evaluating whether the estimated average settlement and resolution value of claims was reasonable considering the Company’s historical experience, and (iv) evaluating whether the percentage of claims resolved with no payment was reasonable considering the Company’s historical experience. Procedures were also performed to test the accuracy of data provided by management, including the historical claims filed against the Company, and the cost of resolution for those historical claims.
Acquisition of Precision Flow Systems - Valuation of Customer Relationships
As described in Note 19 to the consolidated financial statements, on May 15, 2019 the Company acquired all the outstanding capital stock of Precision Flow Systems (PFS) for approximately $1.46 billion, of which approximately $458 million was allocated to the customer relationships intangible asset. The fair values of the customer relationship intangible assets were determined using the multi-period excess earnings method based on discounted projected net cash flows. Management’s key assumptions used in estimating future cash flows included projected revenue growth rates and customer attrition rates.
The principal considerations for our determination that performing procedures relating to the acquisition of PFS - valuation of customer relationships is a critical audit matter are (i) there was significant judgment by management in determining the fair value estimate using the multi-period excess earnings method, which in turn led to a high degree of auditor judgment, subjectivity, and
effort in performing procedures and evaluating audit evidence related to management’s fair value estimate and significant assumptions, including the revenue growth rates and the customer attrition rates used in the cash flow projections and the discount rate used to estimate present value of the projected future cash flows, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of acquired customer relationships and controls over developmentdetermination of the assumptions related to the valuationtax-free treatment of the customer relationships, including the revenue growth rates, customer attrition rates, and the discount rate.Transaction. These procedures also included, among others (i) reading the purchase agreement, (ii) testing management’s process for developingin determining the fair value estimatetax-free treatment of the acquired customer relationships,Transaction, (ii) testing the information used in management’s determination, including opinions of third-party tax advisors, tax laws and regulations, and (iii) testing management’s cash flow projections used to estimate the fair value of the customer relationships, and (iv) evaluating the reasonableness of significant assumptions used by management in estimating the fair valuemanagement’s interpretation of the customer relationships, includingtax laws and regulations and determinations reached for the revenue growth rates, customer attrition rates, and the discount rate. Evaluating the reasonablenesstax treatment of each component of the revenue growth rates and customer attrition rates involved considering the past performance of the acquired businesses, as well as economic and industry forecasts. Evaluating the reasonableness of the discount rate involved considering the cost of capital of comparable businesses, other industry factors, and the implied rate of return on the overall transaction.Transaction. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s multi-period excesstax-free treatment of the Transaction, including evaluating certain representations from management, and management’s application of the relevant tax laws and regulations.
Reassignment of Goodwill to Newly Designated Reporting Units
As described in Note 6 to the consolidated financial statements, in connection with the new organizational model and business segment structure, the Company reassigned its goodwill among the newly designated reporting units using a relative fair value approach. As disclosed by management, because quoted market prices are not available for their reporting units, the calculation of their estimated fair value was determined using the guideline public company method specifically a market-adjusted multiple of earnings methodand revenues (a market approach). The earnings and revenues multiple approach reflects the market's expectations for future growth and risk, with adjustments to account for differences between the guideline publicly traded companies and the subject reporting units. Total goodwill amounts to $5.3 billion as of December 31, 2020.
The principal considerations for our determination that performing procedures relating to the reassignment of goodwill to the newly designated reporting units is a critical audit matter are (i) the significant judgment by management in developing the relative fair value of the reporting units; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the multiples of earnings and revenues used in the market approach; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to determinedeveloping the fair value of the reporting units, including controls over the multiples of earnings and revenues utilized within the valuations. These procedures also included, among others, testing management’s process for developing the fair value estimate, evaluating the reasonableness of the acquired customer relationshipsmarket approach, and certain evaluating the reasonableness of the significant
assumptions including customer attrition ratesused by management related to the multiples of earnings and revenues used in the discount rate.market approach. Evaluating the reasonableness of management’s significant assumptions related to the multiples of earnings and revenues involved (i) comparing the multiples to peer groups, (ii) verifying the multiples are within the range identified by the valuation specialists engaged by the Company, and (iii) testing the completeness and accuracy of underlying data used in the model. Professionals with specialized skill and knowledge were used to assist in the evaluation of management's market approach.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 18, 20209, 2021
We have served as the Company’s auditor since at least 1906. We have not been able to determine the specific year we began serving as auditor of the Company.
Ingersoll-Rand plc Consolidated Statements of Comprehensive Income In millions, except per share amounts |
| | | | | | | | | | | | |
| For the years ended December 31, | | 2019 | | 2018 | | 2017 |
| Net revenues | | $ | 16,598.9 |
| | $ | 15,668.2 |
| | $ | 14,197.6 |
|
| Cost of goods sold | | (11,451.5 | ) | | (10,847.6 | ) | | (9,811.6 | ) |
| Selling and administrative expenses | | (3,129.8 | ) | | (2,903.2 | ) | | (2,720.7 | ) |
| Operating income | | 2,017.6 |
| | 1,917.4 |
| | 1,665.3 |
|
| Interest expense | | (243.0 | ) | | (220.7 | ) | | (215.8 | ) |
| Other income/(expense), net | | (33.0 | ) | | (36.4 | ) | | (31.6 | ) |
| Earnings before income taxes | | 1,741.6 |
| | 1,660.3 |
| | 1,417.9 |
|
| Provision for income taxes | | (353.7 | ) | | (281.3 | ) | | (80.2 | ) |
| Earnings from continuing operations | | 1,387.9 |
| | 1,379.0 |
| | 1,337.7 |
|
| Discontinued operations, net of tax | | 40.6 |
| | (21.5 | ) | | (25.4 | ) |
| Net earnings | | 1,428.5 |
| | 1,357.5 |
| | 1,312.3 |
|
| Less: Net earnings attributable to noncontrolling interests | | (17.6 | ) | | (19.9 | ) | | (9.7 | ) |
| Net earnings attributable to Ingersoll-Rand plc | | $ | 1,410.9 |
| | $ | 1,337.6 |
| | $ | 1,302.6 |
|
| Amounts attributable to Ingersoll-Rand plc ordinary shareholders: | | | | | | |
| Continuing operations | | $ | 1,370.3 |
| | $ | 1,359.1 |
| | $ | 1,328.0 |
|
| Discontinued operations | | 40.6 |
| | (21.5 | ) | | (25.4 | ) |
| Net earnings | | $ | 1,410.9 |
| | $ | 1,337.6 |
| | $ | 1,302.6 |
|
| Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders: | | | | | | |
| Basic: | | | | | | |
| Continuing operations | | $ | 5.67 |
| | $ | 5.50 |
| | $ | 5.21 |
|
| Discontinued operations | | 0.17 |
| | (0.09 | ) | | (0.10 | ) |
| Net earnings | | $ | 5.84 |
| | $ | 5.41 |
| | $ | 5.11 |
|
| Diluted: | |
| |
| | |
| Continuing operations | | $ | 5.61 |
| | $ | 5.43 |
| | $ | 5.14 |
|
| Discontinued operations | | 0.16 |
| | (0.08 | ) | | (0.09 | ) |
| Net earnings | | $ | 5.77 |
| | $ | 5.35 |
| | $ | 5.05 |
|
| | | | | | | | | | | | | | | | | | | | |
| Trane Technologies plc | | | | | | |
| Consolidated Statements of Comprehensive Income |
| In millions, except per share amounts | | | | | | |
| For the years ended December 31, | | 2020 | | 2019 | | 2018 |
| Net revenues | | $ | 12,454.7 | | | $ | 13,075.9 | | | $ | 12,343.8 | |
| Cost of goods sold | | (8,651.3) | | | (9,085.5) | | | (8,582.5) | |
| Selling and administrative expenses | | (2,270.6) | | | (2,320.3) | | | (2,249.2) | |
| Operating income | | 1,532.8 | | | 1,670.1 | | | 1,512.1 | |
| Interest expense | | (248.7) | | | (242.8) | | | (221.0) | |
| Other income/(expense), net | | 4.1 | | | (28.4) | | | (33.3) | |
| Earnings before income taxes | | 1,288.2 | | | 1,398.9 | | | 1,257.8 | |
| Benefit (provision) for income taxes | | (296.8) | | | (238.6) | | | (234.9) | |
| Earnings from continuing operations | | 991.4 | | | 1,160.3 | | | 1,022.9 | |
| Discontinued operations, net of tax | | (121.4) | | | 268.2 | | | 334.6 | |
| Net earnings | | 870.0 | | | 1,428.5 | | | 1,357.5 | |
| Less: Net earnings from continuing operations attributable to noncontrolling interests | | (14.2) | | | (15.2) | | | (15.1) | |
| Less: Net earnings from discontinuing operations attributable to noncontrolling interests | | (0.9) | | | (2.4) | | | (4.8) | |
| Net earnings attributable to Trane Technologies plc | | $ | 854.9 | | | $ | 1,410.9 | | | $ | 1,337.6 | |
| Amounts attributable to Trane Technologies plc ordinary shareholders: | | | | | | |
| Continuing operations | | $ | 977.2 | | | $ | 1,145.1 | | | $ | 1,007.8 | |
| Discontinued operations | | (122.3) | | | 265.8 | | | 329.8 | |
| Net earnings | | $ | 854.9 | | | $ | 1,410.9 | | | $ | 1,337.6 | |
| Earnings (loss) per share attributable to Trane Technologies plc ordinary shareholders: | | | | | | |
| Basic: | | | | | | |
| Continuing operations | | $ | 4.07 | | | $ | 4.74 | | | $ | 4.08 | |
| Discontinued operations | | (0.51) | | | 1.10 | | | 1.33 | |
| Net earnings | | $ | 3.56 | | | $ | 5.84 | | | $ | 5.41 | |
| Diluted: | | | | | | |
| Continuing operations | | $ | 4.02 | | | $ | 4.69 | | | $ | 4.03 | |
| Discontinued operations | | (0.50) | | | 1.08 | | | 1.32 | |
| Net earnings | | $ | 3.52 | | | $ | 5.77 | | | $ | 5.35 | |
Ingersoll-Rand plc Consolidated Statements of Comprehensive Income (continued) In millions, except per share amounts | |
| | Trane Technologies plc | | Trane Technologies plc | |
| Consolidated Statements of Comprehensive Income (continued) | | Consolidated Statements of Comprehensive Income (continued) |
| In millions, except per share amounts | | In millions, except per share amounts | |
| For the years ended December 31, | | 2019 | | 2018 | | 2017 | For the years ended December 31, | | 2020 | | 2019 | | 2018 |
| Net earnings | | $ | 1,428.5 |
| | $ | 1,357.5 |
| | $ | 1,312.3 |
| Net earnings | | $ | 870.0 | | | $ | 1,428.5 | | | $ | 1,357.5 | |
| Other comprehensive income (loss): | | | | | | | Other comprehensive income (loss): | |
| Currency translation | | (37.1 | ) | | (230.6 | ) | | 450.3 |
| Currency translation | | 261.5 | | | (37.1) | | | (230.6) | |
| Cash flow hedges | | | | | | | Cash flow hedges | |
| Unrealized net gains (losses) arising during period | | (2.7 | ) | | 1.2 |
| | (1.8 | ) | Unrealized net gains (losses) arising during period | | 3.3 | | | (2.7) | | | 1.2 | |
| Net gains (losses) reclassified into earnings | | 0.7 |
| | 0.9 |
| | 3.6 |
| Net gains (losses) reclassified into earnings | | 1.9 | | | 0.7 | | | 0.9 | |
| Tax (expense) benefit | | 0.9 |
| | (0.1 | ) | | — |
| Tax (expense) benefit | | 0 | | | 0.9 | | | (0.1) | |
| Total cash flow hedges, net of tax | | (1.1 | ) | | 2.0 |
| | 1.8 |
| Total cash flow hedges, net of tax | | 5.2 | | | (1.1) | | | 2.0 | |
| Pension and OPEB adjustments: | | | | | | | Pension and OPEB adjustments: | |
| Prior service costs for the period | | (5.7 | ) | | (16.0 | ) | | (3.8 | ) | Prior service costs for the period | | (1.9) | | | (5.7) | | | (16.0) | |
| Net actuarial gains (losses) for the period | | (41.9 | ) | | 12.8 |
| | 39.6 |
| Net actuarial gains (losses) for the period | | (52.5) | | | (41.9) | | | 12.8 | |
| Amortization reclassified into earnings | | 48.1 |
| | 50.7 |
| | 52.1 |
| Amortization reclassified into earnings | | 43.4 | | | 48.1 | | | 50.7 | |
| Settlements/curtailments reclassified to earnings | | 2.2 |
| | 2.5 |
| | 7.7 |
| Settlements/curtailments reclassified to earnings | | (1.8) | | | 2.2 | | | 2.5 | |
| Currency translation and other | | (1.4 | ) | | 7.5 |
| | (15.4 | ) | Currency translation and other | | (10.4) | | | (1.4) | | | 7.5 | |
| Tax (expense) benefit | | (4.7 | ) | | (17.2 | ) | | (20.1 | ) | Tax (expense) benefit | | (0.7) | | | (4.7) | | | (17.2) | |
| Total pension and OPEB adjustments, net of tax | | (3.4 | ) | | 40.3 |
| | 60.1 |
| Total pension and OPEB adjustments, net of tax | | (23.9) | | | (3.4) | | | 40.3 | |
| Other comprehensive income (loss), net of tax | | (41.6 | ) | | (188.3 | ) | | 512.2 |
| Other comprehensive income (loss), net of tax | | 242.8 | | | (41.6) | | | (188.3) | |
| Comprehensive income, net of tax | | $ | 1,386.9 |
| | $ | 1,169.2 |
| | $ | 1,824.5 |
| Comprehensive income, net of tax | | $ | 1,112.8 | | | $ | 1,386.9 | | | $ | 1,169.2 | |
| Less: Comprehensive income attributable to noncontrolling interests | | (18.5 | ) | | (16.9 | ) | | (10.2 | ) | Less: Comprehensive income attributable to noncontrolling interests | | (17.8) | | | (18.5) | | | (16.9) | |
| Comprehensive income attributable to Ingersoll-Rand plc | | $ | 1,368.4 |
| | $ | 1,152.3 |
| | $ | 1,814.3 |
| |
| Comprehensive income attributable to Trane Technologies plc | | Comprehensive income attributable to Trane Technologies plc | | $ | 1,095.0 | | | $ | 1,368.4 | | | $ | 1,152.3 | |
See accompanying notes to Consolidated Financial Statements.
Ingersoll-Rand
Trane Technologies plc
Consolidated Balance Sheets
In millions, except share amounts
| | | December 31, | | 2019 | | 2018 | December 31, | | 2020 | | 2019 |
| ASSETS | | | | | ASSETS | |
| Current assets: | | | | | Current assets: | |
| Cash and cash equivalents | | $ | 1,303.6 |
| | $ | 903.4 |
| Cash and cash equivalents | | $ | 3,289.9 | | | $ | 1,278.6 | |
| Accounts and notes receivable, net | | 2,798.1 |
| | 2,679.2 |
| Accounts and notes receivable, net | | 2,202.1 | | | 2,184.6 | |
| Inventories | | 1,712.2 |
| | 1,677.8 |
| Inventories | | 1,189.2 | | | 1,278.6 | |
| | Other current assets | | 403.3 |
| | 471.6 |
| Other current assets | | 224.4 | | | 344.8 | |
| Assets held-for-sale | | Assets held-for-sale | | 0 | | | 4,207.2 | |
| Total current assets | | 6,217.2 |
| | 5,732.0 |
| Total current assets | | 6,905.6 | | | 9,293.8 | |
| Property, plant and equipment, net | | 1,806.2 |
| | 1,730.8 |
| Property, plant and equipment, net | | 1,349.5 | | | 1,352.0 | |
| Goodwill | | 6,783.1 |
| | 5,959.5 |
| Goodwill | | 5,342.8 | | | 5,125.7 | |
| Intangible assets, net | | 4,148.8 |
| | 3,634.7 |
| Intangible assets, net | | 3,286.4 | | | 3,323.6 | |
| Other noncurrent assets | | 1,537.0 |
| | 857.9 |
| Other noncurrent assets | | 1,272.4 | | | 1,397.2 | |
| Total assets | | $ | 20,492.3 |
| | $ | 17,914.9 |
| Total assets | | $ | 18,156.7 | | | $ | 20,492.3 | |
| LIABILITIES AND EQUITY | | | | | LIABILITIES AND EQUITY | |
| Current liabilities: | | | | | Current liabilities: | |
| Accounts payable | | $ | 1,809.2 |
| | $ | 1,705.3 |
| Accounts payable | | $ | 1,520.2 | | | $ | 1,381.3 | |
| Accrued compensation and benefits | | 549.2 |
| | 531.6 |
| Accrued compensation and benefits | | 451.1 | | | 442.4 | |
| Accrued expenses and other current liabilities | | 1,853.0 |
| | 1,728.2 |
| Accrued expenses and other current liabilities | | 1,592.0 | | | 1,564.2 | |
| Short-term borrowings and current maturities of long-term debt | | 650.5 |
| | 350.6 |
| Short-term borrowings and current maturities of long-term debt | | 775.6 | | | 650.3 | |
| | Liabilities held-for-sale | | Liabilities held-for-sale | | 0 | | | 1,200.4 | |
| Total current liabilities | | 4,861.9 |
| | 4,315.7 |
| Total current liabilities | | 4,338.9 | | | 5,238.6 | |
| Long-term debt | | 4,922.9 |
| | 3,740.7 |
| Long-term debt | | 4,496.5 | | | 4,922.9 | |
| Postemployment and other benefit liabilities | | 1,221.9 |
| | 1,192.9 |
| Postemployment and other benefit liabilities | | 1,024.6 | | | 1,048.2 | |
| Deferred and noncurrent income taxes | | 682.0 |
| | 538.4 |
| Deferred and noncurrent income taxes | | 578.5 | | | 572.0 | |
| Other noncurrent liabilities | | 1,491.2 |
| | 1,062.4 |
| Other noncurrent liabilities | | 1,291.1 | | | 1,398.2 | |
| Total liabilities | | 13,179.9 |
| | 10,850.1 |
| Total liabilities | | 11,729.6 | | | 13,179.9 | |
| Equity: | | | | | Equity: | |
| Ingersoll-Rand plc shareholders’ equity | | | | | |
| Ordinary shares, $1 par value (262,804,939 and 266,405,347 shares issued at December 31, 2019 and 2018, respectively) | | 262.8 |
| | 266.4 |
| |
| Ordinary shares held in treasury, at cost (24,499,897 and 24,500,054 shares at December 31, 2019 and 2018, respectively) | | (1,719.4 | ) | | (1,719.4 | ) | |
| Trane Technologies plc shareholders’ equity | | Trane Technologies plc shareholders’ equity | |
| Ordinary shares, $1.00 par value (263,309,250 and 262,804,939 shares issued at December 31, 2020 and 2019, respectively) | | Ordinary shares, $1.00 par value (263,309,250 and 262,804,939 shares issued at December 31, 2020 and 2019, respectively) | | 263.3 | | | 262.8 | |
| Ordinary shares held in treasury, at cost (24,500,862 and 24,499,897 shares at December 31, 2020 and 2019, respectively) | | Ordinary shares held in treasury, at cost (24,500,862 and 24,499,897 shares at December 31, 2020 and 2019, respectively) | | (1,719.4) | | | (1,719.4) | |
| | Retained earnings | | 9,730.8 |
| | 9,439.8 |
| Retained earnings | | 8,495.3 | | | 9,730.8 | |
| Accumulated other comprehensive loss | | (1,006.6 | ) | | (964.1 | ) | |
| Total Ingersoll-Rand plc shareholders’ equity | | 7,267.6 |
| | 7,022.7 |
| |
| Accumulated other comprehensive (loss) | | Accumulated other comprehensive (loss) | | (631.5) | | | (1,006.6) | |
| Total Trane Technologies plc shareholders’ equity | | Total Trane Technologies plc shareholders’ equity | | 6,407.7 | | | 7,267.6 | |
| Noncontrolling interest | | 44.8 |
| | 42.1 |
| Noncontrolling interest | | 19.4 | | | 44.8 | |
| Total equity | | 7,312.4 |
| | 7,064.8 |
| Total equity | | 6,427.1 | | | 7,312.4 | |
| Total liabilities and equity | | $ | 20,492.3 |
| | $ | 17,914.9 |
| Total liabilities and equity | | $ | 18,156.7 | | | $ | 20,492.3 | |
See accompanying notes to Consolidated Financial Statements.
Ingersoll-RandTrane Technologies plc
Consolidated Statements of Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Trane Technologies plc shareholders’ equity | | | | |
| In millions, except per share amounts | | Total
equity | | Ordinary shares | | Ordinary shares held in treasury, at cost | | Capital in
excess of
par value | | Retained
earnings | | Accumulated other
comprehensive
income (loss) | | Noncontrolling Interest | | |
| | Amount at par value | | Shares | | | | | | |
| Balance at December 31, 2017 | | $ | 7,206.9 | | | $ | 274.0 | | | 274.0 | | | $ | (1,719.4) | | | $ | 461.3 | | | $ | 8,903.2 | | | $ | (778.8) | | | $ | 66.6 | | | |
| Net earnings | | 1,357.5 | | | 0 | | | — | | | — | | | 0 | | | 1,337.6 | | | 0 | | | 19.9 | | | |
| Other comprehensive income (loss) | | (188.3) | | | 0 | | | — | | | — | | | 0 | | | 0 | | | (185.3) | | | (3.0) | | | |
| Shares issued under incentive stock plans | | 43.1 | | | 2.1 | | | 2.1 | | | — | | | 41.0 | | | 0 | | | 0 | | | 0 | | | |
| | | | | | | | | | | | | | | | | | |
| Repurchase of ordinary shares | | (900.2) | | | (9.7) | | | (9.7) | | | 0 | | | (581.2) | | | (309.3) | | | 0 | | | 0 | | | |
| Share-based compensation | | 74.7 | | | 0 | | | — | | | — | | | 78.8 | | | (4.1) | | | 0 | | | 0 | | | |
| Dividends declared to noncontrolling interest | | (41.4) | | | 0 | | | — | | | — | | | 0 | | | 0 | | | 0 | | | (41.4) | | | |
Adoption of ASU 2014-09 (Revenue Recognition)
| | 2.4 | | | — | | | — | | | — | | | — | | | 2.4 | | | — | | | — | | | |
Adoption of ASU 2016-16 (Intra-Entity Transfers)
| | (9.1) | | | — | | | — | | | — | | | — | | | (9.1) | | | — | | | — | | | |
| Cash dividends declared ($1.96 per share) | | (480.8) | | | 0 | | | — | | | — | | | 0 | | | (480.8) | | | 0 | | | 0 | | | |
| Other | | 0 | | | 0 | | | — | | | 0 | | | 0.1 | | | (0.1) | | | 0 | | | 0 | | | |
| Balance at December 31, 2018 | | $ | 7,064.8 | | | $ | 266.4 | | | 266.4 | | | $ | (1,719.4) | | | $ | 0 | | | $ | 9,439.8 | | | $ | (964.1) | | | $ | 42.1 | | | |
| Net earnings | | 1,428.5 | | | 0 | | | — | | | — | | | 0 | | | 1,410.9 | | | 0 | | | 17.6 | | | |
| Other comprehensive income (loss) | | (41.6) | | | 0 | | | — | | | — | | | 0 | | | 0 | | | (42.5) | | | 0.9 | | | |
| Shares issued under incentive stock plans | | 72.5 | | | 2.8 | | | 2.8 | | | — | | | 69.7 | | | 0 | | | 0 | | | 0 | | | |
| | | | | | | | | | | | | | | | | | |
| Repurchase of ordinary shares | | (750.1) | | | (6.4) | | | (6.4) | | | 0 | | | (136.1) | | | (607.6) | | | 0 | | | 0 | | | |
| Share-based compensation | | 63.5 | | | 0 | | | — | | | — | | | 66.4 | | | (2.9) | | | 0 | | | 0 | | | |
| | | | | | | | | | | | | | | | | | |
| Dividends declared to noncontrolling interest | | (15.8) | | | 0 | | | — | | | — | | | 0 | | | 0 | | | 0 | | | (15.8) | | | |
| Cash dividends declared ($2.12 per share) | | (509.5) | | | 0 | | | — | | | — | | | 0 | | | (509.5) | | | 0 | | | 0 | | | |
| Other | | 0.1 | | | — | | | — | | | 0 | | | 0 | | | 0.1 | | | — | | | — | | | |
| Balance at December 31, 2019 | | $ | 7,312.4 | | | $ | 262.8 | | | 262.8 | | | $ | (1,719.4) | | | $ | 0 | | | $ | 9,730.8 | | | $ | (1,006.6) | | | $ | 44.8 | | | |
| Net earnings | | 870.0 | | | 0 | | | — | | | — | | | 0 | | | 854.9 | | | 0 | | | 15.1 | | | |
| Other comprehensive income (loss) | | 242.8 | | | 0 | | | — | | | — | | | 0 | | | 0 | | | 240.1 | | | 2.7 | | | |
| Shares issued under incentive stock plans | | 64.5 | | | 2.3 | | | 2.3 | | | — | | | 62.2 | | | 0 | | | 0 | | | 0 | | | |
| | | | | | | | | | | | | | | | | | |
| Repurchase of ordinary shares | | (250.0) | | | (1.8) | | | (1.8) | | | 0 | | | (135.6) | | | (112.6) | | | 0 | | | 0 | | | |
| Share-based compensation | | 66.3 | | | 0 | | | — | | | — | | | 69.5 | | | (3.2) | | | 0 | | | 0 | | | |
| Dividends declared to noncontrolling interest | | (18.3) | | | 0 | | | — | | | — | | | 0 | | | 0 | | | 0 | | | (18.3) | | | |
| | | | | | | | | | | | | | | | | | |
| Investment by joint venture partner | | 7.0 | | | — | | | — | | | — | | | 3.9 | | | — | | | — | | | 3.1 | | | |
| Cash dividends declared ($2.12 per share) | | (507.7) | | | 0 | | | — | | | — | | | 0 | | | (507.7) | | | 0 | | | 0 | | | |
| Separation of Ingersoll Rand Industrial | | (1,359.9) | | | — | | | — | | | — | | | — | | | (1,466.9) | | | 135.0 | | | (28.0) | | | |
| | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2020 | | $ | 6,427.1 | | | $ | 263.3 | | | 263.3 | | | $ | (1,719.4) | | | $ | 0 | | | $ | 8,495.3 | | | $ | (631.5) | | | $ | 19.4 | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Ingersoll-Rand plc shareholders’ equity | | |
| In millions, except per share amounts | | Total equity | | Ordinary shares | | Ordinary shares held in treasury, at cost | | Capital in excess of par value | | Retained earnings | | Accumulated other comprehensive income (loss) | | Noncontrolling Interest |
| | | Amount | | Shares | | | | | |
| Balance at December 31, 2016 | | $ | 6,718.3 |
| | $ | 271.7 |
| | 271.7 |
| | $ | (702.7 | ) | | $ | 346.5 |
| | $ | 8,018.8 |
| | $ | (1,290.5 | ) | | $ | 74.5 |
|
| Net earnings | | 1,312.3 |
| | — |
| | — |
| | — |
| | — |
| | 1,302.6 |
| | — |
| | 9.7 |
|
| Other comprehensive income (loss) | | 512.2 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 511.7 |
| | 0.5 |
|
| Shares issued under incentive stock plans | | 51.2 |
| | 2.3 |
| | 2.3 |
| | — |
| | 48.9 |
| | — |
| | — |
| | — |
|
| Repurchase of ordinary shares | | (1,016.9 | ) | | — |
| | — |
| | (1,016.9 | ) | | — |
| | — |
| | — |
| | — |
|
| Share-based compensation | | 67.9 |
| | — |
| | — |
| | — |
| | 70.8 |
| | (2.9 | ) | | — |
| | — |
|
| Dividends declared to noncontrolling interest | | (15.8 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (15.8 | ) |
| Adoption of ASU 2016-09 (Stock Compensation) | | 15.1 |
| | — |
| | — |
| | — |
| | — |
| | 15.1 |
| | — |
| | — |
|
| Acquisition/divestiture of noncontrolling interest | | (7.3 | ) | | — |
| | — |
| | — |
| | (5.0 | ) | | — |
| | — |
| | (2.3 | ) |
| Cash dividends declared ($1.70 per share) | | (430.2 | ) | | — |
| | — |
| | — |
| | — |
| | (430.2 | ) | | — |
| | — |
|
| Other | | 0.1 |
| | — |
| | — |
| | 0.2 |
| | 0.1 |
| | (0.2 | ) | | — |
| | — |
|
| Balance at December 31, 2017 | | $ | 7,206.9 |
| | $ | 274.0 |
| | 274.0 |
| | $ | (1,719.4 | ) | | $ | 461.3 |
| | $ | 8,903.2 |
| | $ | (778.8 | ) | | $ | 66.6 |
|
| Net earnings | | 1,357.5 |
| | — |
| | — |
| | — |
| | — |
| | 1,337.6 |
| | — |
| | 19.9 |
|
| Other comprehensive income (loss) | | (188.3 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (185.3 | ) | | (3.0 | ) |
| Shares issued under incentive stock plans | | 43.1 |
| | 2.1 |
| | 2.1 |
| | — |
| | 41.0 |
| | — |
| | — |
| | — |
|
| Repurchase of ordinary shares | | (900.2 | ) | | (9.7 | ) | | (9.7 | ) | | — |
| | (581.2 | ) | | (309.3 | ) | | — |
| | — |
|
| Share-based compensation | | 74.7 |
| | — |
| | — |
| | — |
| | 78.8 |
| | (4.1 | ) | | — |
| | — |
|
| Dividends declared to noncontrolling interest | | (41.4 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (41.4 | ) |
Adoption of ASU 2014-09 (Revenue Recognition)
| | 2.4 |
| | — |
| | — |
| | — |
| | — |
| | 2.4 |
| | — |
| | — |
|
Adoption of ASU 2016-16 (Intra-Entity Transfers)
| | (9.1 | ) | | — |
| | — |
| | — |
| | — |
| | (9.1 | ) | | — |
| | — |
|
| Cash dividends declared ($1.96 per share) | | (480.8 | ) | | — |
| | — |
| | — |
| | — |
| | (480.8 | ) | | — |
| | — |
|
| Other | | — |
| | — |
| | — |
| | — |
| | 0.1 |
| | (0.1 | ) | | — |
| | — |
|
| Balance at December 31, 2018 | | $ | 7,064.8 |
| | $ | 266.4 |
| | 266.4 |
| | $ | (1,719.4 | ) | | $ | — |
| | $ | 9,439.8 |
| | $ | (964.1 | ) | | $ | 42.1 |
|
| Net earnings | | 1,428.5 |
| | — |
| | — |
| | — |
| | — |
| | 1,410.9 |
| | — |
| | 17.6 |
|
| Other comprehensive income (loss) | | (41.6 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (42.5 | ) | | 0.9 |
|
| Shares issued under incentive stock plans | | 72.5 |
| | 2.8 |
| | 2.8 |
| | — |
| | 69.7 |
| | — |
| | — |
| | — |
|
| Repurchase of ordinary shares | | (750.1 | ) | | (6.4 | ) | | (6.4 | ) | |
|
| | (136.1 | ) | | (607.6 | ) | | — |
| | — |
|
| Share-based compensation | | 63.5 |
| | — |
| | — |
| | — |
| | 66.4 |
| | (2.9 | ) | | — |
| | — |
|
| Dividends declared to noncontrolling interest | | (15.8 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (15.8 | ) |
| Cash dividends declared ($2.12 per share) | | (509.5 | ) | | — |
| | — |
| | — |
| | — |
| | (509.5 | ) | | — |
| | — |
|
| Other | | 0.1 |
| | — |
| | — |
| | — |
| | — |
| | 0.1 |
| | — |
| | — |
|
| Balance at December 31, 2019 | | $ | 7,312.4 |
| | $ | 262.8 |
| | 262.8 |
| | $ | (1,719.4 | ) | | $ | — |
| | $ | 9,730.8 |
| | $ | (1,006.6 | ) | | $ | 44.8 |
|
Ingersoll-RandTrane Technologies plc
Consolidated Statements of Cash Flows
In millions
|
| | | | | | | | | | | | |
| For the years ended December 31, | | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | | | |
| Net earnings | | $ | 1,428.5 |
| | $ | 1,357.5 |
| | $ | 1,312.3 |
|
| Discontinued operations, net of tax | | (40.6 | ) | | 21.5 |
| | 25.4 |
|
| Adjustments for non-cash transactions: | | | | | | |
| Depreciation and amortization | | 397.4 |
| | 361.5 |
| | 353.3 |
|
| Pension and other postretirement benefits | | 110.2 |
| | 104.2 |
| | 113.0 |
|
| Stock settled share-based compensation | | 66.4 |
| | 78.8 |
| | 70.8 |
|
| Other non-cash items, net | | 54.0 |
| | (129.2 | ) | | (121.9 | ) |
| Changes in other assets and liabilities, net of the effects of acquisitions: | | | | | | |
| Accounts and notes receivable | | (53.2 | ) | | (236.0 | ) | | (156.7 | ) |
| Inventories | | 18.4 |
| | (169.9 | ) | | (112.4 | ) |
| Other current and noncurrent assets | | (229.5 | ) | | 35.3 |
| | (206.8 | ) |
| Accounts payable | | 80.6 |
| | 120.7 |
| | 167.2 |
|
| Other current and noncurrent liabilities | | 124.1 |
| | (69.9 | ) | | 117.4 |
|
| Net cash provided by (used in) continuing operating activities | | 1,956.3 |
| | 1,474.5 |
| | 1,561.6 |
|
| Net cash provided by (used in) discontinued operating activities | | (36.8 | ) | | (66.7 | ) | | (38.1 | ) |
| Net cash provided by (used in) operating activities | | 1,919.5 |
| | 1,407.8 |
| | 1,523.5 |
|
| Cash flows from investing activities: | | | | | | |
| Capital expenditures | | (254.1 | ) | | (365.6 | ) | | (221.3 | ) |
| Acquisitions and equity method investments, net of cash acquired | | (1,539.7 | ) | | (285.2 | ) | | (157.6 | ) |
| Proceeds from sale of property, plant and equipment | | 3.8 |
| | 22.1 |
| | 1.5 |
|
| Other investing activities, net | | 10.0 |
| | (0.7 | ) | | 2.7 |
|
| Net cash provided by (used in) investing activities | | (1,780.0 | ) | | (629.4 | ) | | (374.7 | ) |
| Cash flows from financing activities: | | | | | | |
| Short-term borrowings (payments), net | | — |
| | (6.4 | ) | | (4.0 | ) |
| Proceeds from long-term debt | | 1,497.9 |
| | 1,147.0 |
| | — |
|
| Payments of long-term debt | | (7.5 | ) | | (1,123.0 | ) | | (7.7 | ) |
| Net proceeds from (payments of) debt | | 1,490.4 |
| | 17.6 |
| | (11.7 | ) |
| Debt issuance costs | | (13.1 | ) | | (12.0 | ) | | (0.2 | ) |
| Dividends paid to ordinary shareholders | | (510.1 | ) | | (479.5 | ) | | (430.1 | ) |
| Dividends paid to noncontrolling interests | | (15.8 | ) | | (41.4 | ) | | (15.8 | ) |
| Acquisition of noncontrolling interest | | — |
| | — |
| | (6.8 | ) |
| Proceeds from shares issued under incentive plans | | 116.8 |
| | 68.9 |
| | 76.7 |
|
| Repurchase of ordinary shares | | (750.1 | ) | | (900.2 | ) | | (1,016.9 | ) |
| Other financing activities, net | | (47.6 | ) | | (32.2 | ) | | (27.7 | ) |
| Net cash provided by (used in) financing activities | | 270.5 |
| | (1,378.8 | ) | | (1,432.5 | ) |
| Effect of exchange rate changes on cash and cash equivalents | | (9.8 | ) | | (45.6 | ) | | 118.4 |
|
| Net increase (decrease) in cash and cash equivalents | | 400.2 |
| | (646.0 | ) | | (165.3 | ) |
| Cash and cash equivalents – beginning of period | | 903.4 |
| | 1,549.4 |
| | 1,714.7 |
|
| Cash and cash equivalents – end of period | | $ | 1,303.6 |
| | $ | 903.4 |
| | $ | 1,549.4 |
|
| Cash paid during the year for: | | | | | | |
| Interest | | $ | 220.9 |
| | $ | 200.6 |
| | $ | 210.0 |
|
| Income taxes, net of refunds | | $ | 425.3 |
| | $ | 375.4 |
| | $ | 286.7 |
|
| | | | | | | | | | | | | | | | | | | | |
| For the years ended December 31, | | 2020 | | 2019 | | 2018 |
| Cash flows from operating activities: | | | | | | |
| Net earnings | | $ | 870.0 | | | $ | 1,428.5 | | | $ | 1,357.5 | |
| Discontinued operations, net of tax | | 121.4 | | | (268.2) | | | (334.6) | |
| Adjustments for non-cash transactions: | | | | | | |
| | | | | | |
| Depreciation and amortization | | 294.3 | | | 288.8 | | | 282.3 | |
| Pension and other postretirement benefits | | 68.8 | | | 96.3 | | | 85.0 | |
| Stock settled share-based compensation | | 69.5 | | | 66.4 | | | 78.8 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Other non-cash items, net | | (1.5) | | | (17.8) | | | (99.2) | |
| Changes in other assets and liabilities, net of the effects of acquisitions: | | | | | | |
| | | | | | |
| Accounts and notes receivable | | 5.9 | | | (77.8) | | | (213.5) | |
| Inventories | | 109.0 | | | 3.9 | | | (186.9) | |
| Other current and noncurrent assets | | 29.7 | | | (245.8) | | | 55.3 | |
| | | | | | |
| Accounts payable | | 75.8 | | | 93.2 | | | 99.6 | |
| Other current and noncurrent liabilities | | 123.3 | | | 156.2 | | | (127.0) | |
| Net cash provided by (used in) continuing operating activities | | 1,766.2 | | | 1,523.7 | | | 997.3 | |
| Net cash provided by (used in) discontinued operating activities | | (331.2) | | | 395.8 | | | 410.5 | |
| Net cash provided by (used in) operating activities | | 1,435.0 | | | 1,919.5 | | | 1,407.8 | |
| Cash flows from investing activities: | | | | | | |
| Capital expenditures | | (146.2) | | | (205.4) | | | (284.7) | |
| Acquisitions and equity method investments, net of cash acquired | | (182.8) | | | (83.4) | | | (285.7) | |
| Proceeds from sale of property, plant and equipment | | 0.1 | | | 2.2 | | | 9.7 | |
| | | | | | |
| | | | | | |
| Deconsolidation of certain entities under Chapter 11 | | (10.8) | | | 0 | | | 0 | |
| Other investing activities, net | | 1.2 | | | 4.8 | | | (1.2) | |
| Net cash provided by (used in) continuing investing activities | | (338.5) | | | (281.8) | | | (561.9) | |
| Net cash provided by (used in) discontinued investing activities | | (37.7) | | | (1,498.2) | | | (67.5) | |
| Net cash provided by (used in) investing activities | | (376.2) | | | (1,780.0) | | | (629.4) | |
| Cash flows from financing activities: | | | | | | |
| | | | | | |
| Short-term borrowings (payments), net | | 0 | | | 0 | | | (6.4) | |
| Proceeds from long-term debt | | 0 | | | 1,497.9 | | | 1,147.0 | |
| Payments of long-term debt | | (307.5) | | | (7.5) | | | (1,123.0) | |
| Net proceeds from (payments of) debt | | (307.5) | | | 1,490.4 | | | 17.6 | |
| Debt issuance costs | | (3.6) | | | (13.1) | | | (12.0) | |
| | | | | | |
| Dividends paid to ordinary shareholders | | (507.3) | | | (510.1) | | | (479.5) | |
| Dividends paid to noncontrolling interests | | (18.3) | | | (15.8) | | | (41.4) | |
| | | | | | |
| Proceeds (payments) from shares issued under incentive plans, net | | 64.5 | | | 72.5 | | | 43.1 | |
| Repurchase of ordinary shares | | (250.0) | | | (750.1) | | | (900.2) | |
| | | | | | |
| Receipt of special cash payment | | 1,900.0 | | | 0 | | | 0 | |
| Other financing activities, net | | 6.5 | | | (1.8) | | | (3.5) | |
| Net cash provided by (used in) continuing financing activities | | 884.3 | | | 272.0 | | | (1,375.9) | |
| Net cash provided by (used in) discontinued financing activities | | 0 | | | (1.5) | | | (2.9) | |
| Net cash provided by (used in) financing activities | | 884.3 | | | 270.5 | | | (1,378.8) | |
| Effect of exchange rate changes on cash and cash equivalents | | 68.2 | | | (9.8) | | | (45.6) | |
| Net increase (decrease) in cash and cash equivalents | | 2,011.3 | | | 400.2 | | | (646.0) | |
| Cash and cash equivalents – beginning of period | | 1,278.6 | | | 878.4 | | | 1,524.4 | |
| Cash and cash equivalents – end of period | | $ | 3,289.9 | | | $ | 1,278.6 | | | $ | 878.4 | |
| Cash paid during the year for: | | | | | | |
| Interest | | $ | 243.5 | | | $ | 220.9 | | | $ | 200.6 | |
| Income taxes, net of refunds | | $ | 151.6 | | | $ | 425.3 | | | $ | 375.4 | |
See accompanying notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF COMPANY
Trane Technologies plc (formerly known as Ingersoll-Rand plc (Plc or Parent Company)plc), a public limited company incorporated in Ireland in 2009, and its consolidated subsidiaries (collectively, we, our, the Company) is a diversified, global companyclimate innovator that providesbrings efficient and sustainable climate solutions to buildings, homes and transportation driven by strategic brands Trane® and Thermo King® and an environmentally responsible portfolio of products and services.
Reportable Segments
Prior to the separation of the Company's Industrial segment on February 29, 2020, the Company announced a new organizational model and business segment structure designed to enhance its regional go-to-market capabilities, aligning the structure with the Company's strategy and increased focus on climate innovation. Under the revised structure, the Company created three new regional operating segments from the former climate segment, which also serve as the Company's reportable segments.
•The Company's Americas segment innovates for customers in the North America and Latin America regions. The Americas segment encompasses commercial heating and cooling systems, building controls, and energy services and solutions; residential heating and cooling; and transport refrigeration systems and solutions.
•The Company's EMEA segment innovates for customers in the Europe, Middle East and Africa region. The EMEA segment encompasses heating and cooling systems, services and solutions to enhance the quality, energy efficiencyfor commercial buildings, and comfort of air in homestransport refrigeration systems and buildings, transport and protect food and perishables and increase industrial productivity and efficiency. solutions.
•The Company's Asia Pacific segment innovates for customers throughout the Asia Pacific region. The Asia Pacific segment encompasses heating and cooling systems, services and solutions for commercial buildings and transport refrigeration systems and solutions.
This model is designed to create deep customer focus and relevance in markets around the world. Each segment reports through separate management teams and regularly reviews their operating results with the Chief Executive Officer, the Company's Chief Operating Decision Maker (CODM) determined in accordance with applicable accounting guidance. All prior period comparative segment information has been recast to reflect the current reportable segments.
COVID-19 Global Pandemic
In March 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a newly discovered coronavirus, known now as COVID-19, as a global pandemic and recommended containment and mitigation measures worldwide. Beginning in the first quarter of 2020, many countries responded by implementing measures to combat the outbreak which impacted global business segments consistoperations and resulted in a Company decision to temporarily close or limit its workforce to essential crews within many facilities throughout the world in order to ensure employee safety. In addition, the Company's non-essential employees were instructed to work from home in compliance with global government stay-in-place protocols.
The Company has been adversely impacted by the COVID-19 global pandemic. Temporary facility closures beginning in the first quarter of Climate2020 disrupted results in the Asia Pacific region with impacts more widely felt throughout operations in the Americas and Industrial, bothEMEA in the months thereafter. During the second quarter of 2020, the Company began to reopen facilities while maintaining appropriate health and safety precautions. However, the challenges in connection with strong brandsthe pandemic continued as the Company experienced lower volume, which negatively impacted revenue, and highly differentiated products withincertain supply chain delays. In response, the Company proactively initiated cost cutting actions in an effort to mitigate the impact of the pandemic on its business. This included reducing discretionary spending, restricting travel, delaying merit-based salary increases and implementing employee furloughs in certain markets.
The Company continues to navigate the new realities brought about by the COVID-19 global pandemic. Despite these challenges, all production facilities remain open and the Company continues to sell, install and service its products. During the second half of 2020, the Company did not experience any major delays in its supply chain and continued to focus on health and safety precautions to protect its employees and customers. In addition, during the fourth quarter of 2020, the Company completed several restorative actions including the reinstatement of annual merit-based salary increases and resuming all aspects of our balanced capital allocation strategy which included acquisitions and share repurchases.
The preparation of financial statements requires management to use judgments in making estimates and assumptions based on the relevant information available at the end of each period. These estimates and assumptions have a significant effect on reported amounts of assets and liabilities, revenue and expenses, as well as the disclosure of contingencies because they may arise from matters that are inherently uncertain. The financial statements reflect the Company's best estimates as of December 31, 2020 (including as it relates to the actual and potential future impacts of the global pandemic) with respect to the recoverability of its assets, including its receivables and long-lived assets such as goodwill and intangibles. However, due to
significant uncertainty surrounding the COVID-19 global pandemic, management's judgment regarding this could change in the future. In addition, while the Company's results of operations, cash flows and financial condition could be negatively impacted, the extent of the impact cannot be estimated with certainty at this time.
Reorganization of Aldrich and Murray
On May 1, 2020, certain subsidiaries of the Company underwent an internal corporate restructuring that was effectuated through a series of transactions (2020 Corporate Restructuring). As a result, Aldrich Pump LLC (Aldrich) and Murray Boiler LLC (Murray), indirect wholly-owned subsidiaries of Trane Technologies plc, became solely responsible for the asbestos-related liabilities, and the beneficiaries of the asbestos-related insurance assets, of Trane Technologies Company LLC, formerly known as Ingersoll-Rand Company, and Trane U.S. Inc, respectively. On a consolidated basis, the 2020 Corporate Restructuring did not have an impact on the Consolidated Financial Statements.
On June 18, 2020 (Petition Date), Aldrich and Murray filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (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, 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. Only Aldrich and Murray have filed for Chapter 11 relief. Neither Aldrich's wholly-owned subsidiary, 200 Park, Inc. (200 Park), Murray's wholly-owned subsidiary, ClimateLabs LLC (ClimateLabs), Trane Technologies plc nor its other subsidiaries (the Trane Companies) are part of the Chapter 11 filings. The Trane Companies are expected to continue to operate as usual, with no disruption to their employees, suppliers, or customers globally. However, as of thePetition Date, Aldrich and its wholly-owned subsidiary 200 Park and Murray and its wholly-owned subsidiary ClimateLabs were deconsolidated and their respective markets. The Company generates revenueassets and cash primarily throughliabilities were derecognized from the design, manufacture, saleCompany's Consolidated Financial Statements. Refer to Note 22, "Commitments and service of a diverse portfolio of industrialContingencies," for more information regarding the Chapter 11 bankruptcy and commercial products that include well-recognized, premium brand names such as American Standard®, ARO®, Club Car®, Ingersoll-Rand®, Thermo King® and Trane®.asbestos-related matters.
NOTE 2. PROPOSEDCOMPLETION OF REVERSE MORRIS TRUST TRANSACTION
On February 29, 2020 (Distribution Date), the Company completed its Reverse Morris Trust transaction (the Transaction) with Gardner Denver Holdings, Inc. (Gardner Denver, which changed its name to Ingersoll Rand, Inc. after the Transaction) whereby the Company distributed Ingersoll-Rand U.S. HoldCo, Inc., which contained the Company's former Industrial segment (Ingersoll Rand Industrial), through a pro rata distribution (the Distribution) to shareholders of record as of February 24, 2020. Ingersoll Rand Industrial then merged into a wholly-owned subsidiary of Gardner Denver. Upon close of the Transaction, the Company’s existing shareholders received approximately 50.1% of the shares of Gardner Denver common stock on a fully-diluted basis and Gardner Denver stockholders retained approximately 49.9% of the shares of Gardner Denver on a fully diluted basis. As a result, the Company’s shareholders received .8824 shares of Gardner Denver common stock with respect to each share owned as of February 24, 2020. In April 2019,connection with the Transaction, Ingersoll-Rand Services Company, an affiliate of Ingersoll Rand Industrial, borrowed an aggregate principal amount of $1.9 billion under a senior secured first lien term loan facility (Term Loan), the proceeds of which were used to make a special cash payment of $1.9 billion to a subsidiary of the Company. The obligations under the Term Loan were retained by Ingersoll-Rand Services Company, which following the Transaction is a wholly-owned subsidiary of Gardner Denver.
Discontinued Operations
After the Distribution Date, the Company does not beneficially own any Ingersoll Rand Industrial shares of common stock and will no longer consolidate Ingersoll Rand Industrial in its financial statements. In accordance with GAAP, the historical results of Ingersoll Rand Industrial are presented as a discontinued operation in the Consolidated Statement of Comprehensive Income (Loss) and Consolidated Statement of Cash Flows. In addition, the assets and liabilities of Ingersoll Rand Industrial have been recast to held-for-sale at December 31, 2019. In connection with the Transaction, the Company entered into several agreements with Gardner Denver covering supply, administrative and tax matters to provide or obtain services on a transitional basis for varying periods after the Distribution Date. The agreements cover services such as manufacturing, information technology, human resources and finance. Income and expenses under these agreements were not material. In accordance with several customary transaction-related agreements between the Company and Gardner Denver, Holdings, Inc. (GDI) announced that they entered into definitivethe parties are in a process to determine final adjustments to working capital, cash and indebtedness amounts as of the Distribution Date, as well as another process to determine funding levels related to pension plans, non-qualified deferred compensation plans and retiree health benefits. As of December 31, 2020, both are ongoing in accordance with the transaction-related agreements. Upon finalization of these agreements, pursuant to which the Company will separate its Industrial segment businesses (IR Industrial) by way of spin-off to the Company’s shareholders and then combine with GDI to create a new company focused on flow creation and industrial technologies. This business is expected to be renamed Ingersoll-Rand Inc. The Company’s remaining HVAC and transport refrigeration businesses, reported under the Climate segment, will focus on climate control solutions for buildings, homes and transportation. The Company will rename its remaining business Trane Technologies plc at the time the transaction closes. The transaction is expected to close by early 2020, subject to approval by GDI’s shareholders, regulatory approvals and customary closing conditions.
The transactionany adjustments will be effected through a Reverse Morris Trust transaction, pursuant to which IR Industrial is expected to be spun-off to the Company’s shareholders and simultaneously merged with and surviving as a wholly-owned subsidiary of GDI. At the time of close, Trane Technologies plc will receive $1.9 billion in cash from IR Industrial, funded by newly-issued debt expected to be deemed issued under an existing credit agreement of GDI upon consummation of the merger. Upon close of the transaction, existing shareholders of the Company will receive 50.1% of the shares of Ingersoll-Rand Inc. on a fully diluted basis. Existing GDI shareholders will own 49.9% of the shares of Ingersoll-Rand Inc. on a fully diluted basis. The transaction is expected to be tax-free to the Company’s respective shareholders for U.S. federal income tax purposes.recognized within Retained earnings.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies used in the preparation of the accompanying Consolidated Financial Statements follows:
Basis of Presentation: The accompanying Consolidated Financial Statements reflect the consolidated operations of the Company and have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) as defined by the Financial Accounting Standards Board (FASB) within the FASB Accounting Standards Codification (ASC). Intercompany accounts and transactions have been eliminated. The assets, liabilities, results of operations and cash flows of all discontinued operations have been separately reported as discontinued operations for all periods presented. Certain reclassifications of amounts reported in prior periods have been made to conform with the current period presentation.
The Consolidated Financial Statements include all majority-owned subsidiaries of the Company. A noncontrolling interest in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent. The Company includes Noncontrolling interest as a component of Total equity in the Consolidated Balance Sheet and the Net earnings attributable to noncontrolling interests are presented as an adjustment from Net earnings used to arrive at Net earnings attributable to Ingersoll-RandTrane Technologies plc in the Consolidated Statement of Comprehensive Income. Partially-owned equity affiliates represent 20-50% ownership interests in investments where the Company demonstrates significant influence, but does not have a controlling financial interest. Partially-owned equity affiliates are accounted for under the equity method.
Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends, and the assessment of the probable future outcome. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the statement of operations in the period that they are determined.
Currency Translation: Assets and liabilities of non-U.S. subsidiaries, where the functional currency is not the U.S. dollar, have been translated at year-end exchange rates, and income and expense accounts have been translated using average exchange rates throughout the year. Adjustments resulting from the process of translating an entity’s financial statements into the U.S. dollar have been recorded in the equity section of the Consolidated Balance Sheet within Accumulated other comprehensive income (loss).
Transactions that are denominated in a currency other than an entity’s functional currency are subject to changes in exchange rates with the resulting gains and losses recorded within Net earnings.
Cash and Cash Equivalents: Cash and cash equivalents include cash on hand, demand deposits and all highly liquid investments with original maturities at the time of purchase of three months or less. The Company maintains amounts on deposit at various financial institutions, which may at times exceed federally insured limits. However, management periodically evaluates the credit-worthiness of those institutions and has not experienced any losses on such deposits.
Allowance for Doubtful Accounts: TheIn accordance with Accounting Standard Update (ASU) 2016-13, “Financial Instruments - Credit Losses” (ASU 2016-13), the Company maintains an allowance for doubtful accounts receivable which represents the best estimate of probable loss inherent in the Company's accounts receivable portfolio. This estimate is based upon a two-step policy that results in the total recorded allowance for doubtful accounts. The first step is to record a portfolio reserve based on the aging of the outstanding accounts receivable portfolio and the Company's historical experience with the Company's end markets, customer base and products. The second step is to create a specific reserve for significant accounts as to which the customer's ability to satisfy their financial obligation to the Company is in doubt due to circumstances such as bankruptcy, deteriorating operating results or financial position. In these circumstances, management uses its judgment to record an allowance based on the best estimate of probable loss, factoring in such considerations as the market value of collateral, if applicable. Actual results could differ from those estimates. These estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the Consolidated Statement of Comprehensive Income in the period that they are determined. The Company reserved $42.2$40.0 million and $32.7$32.2 million for doubtful accounts as of December 31, 20192020 and 2018,2019, respectively.
Inventories: Depending on the business, U.S. inventories are stated at the lower of cost or market using the last-in, first-out (LIFO) method or the lower of cost or market using the first-in, first-out (FIFO) method. Non-U.S. inventories are primarily stated at the lower of cost or market using the FIFO method. At December 31, 20192020 and 2018,2019, approximately 54%60% and 56%62%, respectively, of all inventory utilized the LIFO method.
Property, Plant and Equipment: Property, plant and equipment are stated at cost, less accumulated depreciation. Assets placed in service are recorded at cost and depreciated using the straight-line method over the estimated useful life of the asset except for leasehold improvements, which are depreciated over the shorter of their economic useful life or their lease term. The range of useful lives used to depreciate property, plant and equipment is as follows:
| | | | | | | | | | | | | | |
| Buildings | 10 | to | 50 | years |
| Machinery and equipment | 2 | to | 12 | years |
| Software | 2 | to | 7 | years |
Major expenditures for replacements and significant improvements that increase asset values and extend useful lives are also capitalized. Capitalized costs are amortized over their estimated useful lives using the straight-line method. Repairs and maintenance expenditures that do not extend the useful life of the asset are charged to expense as incurred. The carrying amounts of assets that are sold or retired and the related accumulated depreciation are removed from the accounts in the year of disposal, and any resulting gain or loss is reflected within current earnings.
Per ASC 360, "Property, Plant, and Equipment" (ASC 360), the Company assesses the recoverability of the carrying value of its property, plant and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset group to the future net undiscounted cash flows expected to be generated by the asset group. If the undiscounted cash flows are less than the carrying amount of the asset group, an impairment loss is recognized for the amount by which the carrying value of the asset group exceeds the fair value of the asset group.
Goodwill and Intangible Assets: The Company records as goodwill the excess of the purchase price over the fair value of the net assets acquired in a business combination. In accordance with ASC 350, "Intangibles-Goodwill and Other" (ASC 350), goodwill and other indefinite-lived intangible assets are tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset is more likely than not less than the carrying amount of the asset. In addition, an interim impairment test is completed upon a triggering event or when there is a reorganization of reporting structure or disposal of all or a portion of a reporting unit.
Impairment of goodwill is assessed at the reporting unit level and begins with an optional qualitative assessment to determine if it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the goodwill impairment test under ASC 350. For those reporting units that bypass or fail the qualitative assessment, the test compares the carrying amount of the reporting unit to its estimated fair value. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. To the extent that the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss will be recognized for the amount by which the reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting unit.
Intangible assets such as patents, customer-related intangible assets and other intangible assets with finite useful lives are amortized on a straight-line basis over their estimated economic lives. The weighted-average useful lives approximate the following:
| | | | | | | | |
| Customer relationships | 17 | years |
| | |
Customer relationshipsOther | 1710 | years |
Patents | 10 | years |
Other | 10 | years |
The Company assesses the recoverability of the carrying value of its intangible assets with finite useful lives whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset group to the future net undiscounted cash flows expected to be generated by the asset group. If the undiscounted cash flows are less than the carrying amount of the asset group, an impairment loss is recognized for the amount by which the carrying value of the asset group exceeds the fair value of the asset group.
Business Combinations: In accordance with ASC 805, "Business Combinations" (ASC 805), acquisitions are recorded using the acquisition method of accounting. The Company includes the operating results of acquired entities from their respective dates of acquisition. The Company recognizes and measures the identifiable assets acquired, liabilities assumed, and any non-controlling interest as of the acquisition date fair value. The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired, liabilities assumed , and any non-controlling interest is recognized as goodwill. Costs incurred as a result of a business combination other than costs related to the issuance of debt or equity securities are recorded in the period the costs are incurred.
Employee Benefit Plans: The Company provides a range of benefits, including pensions, postretirement and postemployment benefits to eligible current and former employees. Determining the cost associated with such benefits is dependent on various actuarial assumptions, including discount rates, expected return on plan assets, compensation increases, mortality, turnover rates, and healthcare cost trend rates. Actuaries perform the required calculations to determine expense in accordance with GAAP. Actual results may differ from the actuarial assumptions and are generally accumulated into Accumulated other comprehensive income (loss) and amortized into Net earnings over future periods. The Company reviews its actuarial assumptions at each measurement date and makes modifications to the assumptions based on current rates and trends, if appropriate.
Loss Contingencies: Liabilities are recorded for various contingencies arising in the normal course of business. The Company has recorded reserves in the financial statements related to these matters, which are developed using input derived from actuarial estimates and historical and anticipated experience data depending on the nature of the reserve, and in certain instances
with consultation of legal counsel, internal and external consultants and engineers. Subject to the uncertainties inherent in estimating future costs for these types of liabilities, the Company believes its estimated reserves are reasonable and does not believe the final determination of the liabilities with respect to these matters would have a material effect on the financial condition, results of operations, liquidity or cash flows of the Company for any year.
Environmental Costs: The Company is subject to laws and regulations relating to protecting the environment. Environmental expenditures relating to current operations are expensed or capitalized as appropriate. Expenditures relating to existing conditions caused by past operations, which do not contribute to current or future revenues, are expensed. Liabilities for remediation costs are recorded when they are probable and can be reasonably estimated, generally no later than the completion of feasibility studies or the Company’s commitment to a plan of action. The assessment of this liability, which is calculated based on existing remediation technology, does not reflect any offset for possible recoveries from insurance companies, and is not discounted.
Asbestos Matters: CertainPrior to the Petition Date, certain of the Company's wholly-owned subsidiaries and former companies arewere named as defendants in asbestos-related lawsuits in state and federal courts. The Company recordsrecorded a liability for actual and anticipated future claims as well as an asset for anticipated insurance settlements. Asbestos-related defense costs arewere excluded from the asbestos claims liability and arewere recorded separately as services arewere incurred. None of the Company's existing or previously-owned businesses were a producer or manufacturer of asbestos. The Company recordsrecorded certain income and expenses associated with asbestos liabilities and corresponding insurance recoveries within discontinued operations, net of tax, as they relaterelated to previously divested businesses, except for amounts associated with Trane U.S. Inc.’sthe predecessor of Murray's asbestos liabilities and corresponding insurance recoveries, which arewere recorded within continuing operations.
Product Warranties: Standard product warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms and historical experience. The Company assesses the adequacy of its liabilities and will make adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available. The Company's extended warranty liability represents the deferred revenue associated with its extended warranty contracts and is amortized into Revenuerevenue on a straight-line basis over the life of the contract, unless another method is more representative of the costs incurred. The Company assesses the adequacy of its liability by evaluating the expected costs under its existing contracts to ensure these expected costs do not exceed the extended warranty liability.
Income Taxes: Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. The Company recognizes future tax benefits, such as net operating losses and tax credits, to the extent that realizing these benefits is considered in its judgment to be more likely than not. The Company regularly reviews the recoverability of its deferred tax assets considering its historic profitability, projected future taxable income, timing of the reversals of existing temporary differences and the feasibility of its tax planning strategies. Where appropriate, the Company records a valuation allowance with respect to a future tax benefit.
Revenue Recognition: Revenue is recognized when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. A majority of the Company's revenues are recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract. However, a portion of the Company's revenues are recognized over time as the customer simultaneously receives control as the Company performs work under a contract. For these arrangements, the cost-to-cost input method is used as it best depicts the transfer of control to the customer that occurs as the Company incurs costs. See Note 13 to the Consolidated Financial Statements for additional information regarding revenue recognition.
Research and Development Costs: The Company conducts research and development activities for the purpose of developing and improving new products and services. These expenditures are expensed when incurred. For the years ended December 31, 2020, 2019 2018 and 2017,2018, these expenditures amounted to $237.0$165.0 million, $228.7$174.2 million and $210.8$166.7 million, respectively.
Recent Accounting Pronouncements
The FASB ASC is the sole source of authoritative GAAP other than the Securities and Exchange Commission (SEC) issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update (ASU)ASU to communicate changes to the codification. The Company considers the applicability and impact of all ASU's. ASU's not listed below were assessed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.
Recently Adopted Accounting Pronouncements
In October 2020, the FASB issued ASU 2020-09, "Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762" (ASU 2020-09), which amends Topic 470 and certain other topics to conform to disclosure rules on guaranteed debt offerings in SEC Release No.33-10762. The SEC adopted amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulations S-X, and affiliates whose securities registered or being registered in Rule 3-16 of Regulation S-X. The amended rules aim to improve disclosure, reduce compliance burdens for issuers and increase investor protection. ASU 2020-09 is effective on January 4, 2021, pursuant to SEC Release No. 33-10762 with early application permitted. The Company early adopted this standard during the first quarter of 2020 and elected to disclose summarized financial information of the issuers and guarantors on a combined basis within Management's Discussion and Analysis of Financial Condition and Results of Operations.
In August 2018, the FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract" (ASU 2018-15), which aligns the requirements for capitalizing implementation costs in a cloud-computing arrangement service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. In addition, the guidance also clarifies the presentation requirements for reporting such costs in the financial statements. ASU 2018-15 is effective for annual reporting periods beginning after December 15, 2019 with early adoption permitted. The Company adopted this standard on January 1, 2020 on a prospective basis with no material impact on its financial statements.
In June 2016, the FASB issued ASU 2016-13, which changes the impairment model for most financial assets and certain other instruments from an incurred loss model to an expected loss model. In addition, the guidance also requires incremental disclosures regarding allowances and credit quality indicators. ASU 2016-13 is required to be adopted using the modified-retrospective approach and is effective in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard on January 1, 2020 with no material impact on its financial statements.
In February 2016, the FASB issued ASU 2016-02, “Leases” (ASC 842), which requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. The Company adopted this standard using a modified-retrospective approach as of January 1, 2019. Under this approach, the Company recognized and recorded a right-of-use (ROU) asset and related lease liability on the Consolidated Balance Sheet of $521 million with no impact to Retained earnings. Reporting periods prior to January 1, 2019 continue to be presented in accordance with previous lease accounting guidance under GAAP. As part of the adoption, the Company elected the package of practical expedients permitted under the transition guidance which includes the ability to carry forward historical lease classification. Refer to Note 11, “Leases,” for a further discussion on the adoption of ASC 842.
In August 2017, the FASB issued ASU 2017-12, "Derivatives and hedging (Topic 815): Targeted improvements to accounting for hedging activities" (ASU 2017-12). This standard more closely aligns the results of cash flow and fair value hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. This standard also addresses specific limitations in current GAAP by expanding hedge accounting for both nonfinancial and financial risk components and by refining the measurement of hedge results to better reflect an entity’s hedging strategies. Additionally, by aligning the timing of recognition of hedge results with the earnings effect of the hedged item for cash flow and net investment hedges, and by including the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is presented, the results of an entity’s hedging program and the cost of executing that program will be more visible to users of financial statements. ASU 2017-12 is effective for annual reporting periods beginning after December 15, 2018 with early adoption permitted. The Company adopted this standard on October 1, 2018 with no material impact to the financial statements.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory” (ASU 2016-16) which removed the prohibition in Topic 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. As a result, the income tax consequences of an intra-entity transfer of assets other than inventory will be recognized in the current period income statement rather than being deferred until the assets leave the consolidated group. The Company applied ASU 2016-16 on a modified retrospective basis through a cumulative-effectcumulative effect adjustment which reduced Retained earnings by $9.1 million as of January 1, 2018.
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (ASC 606), which created a comprehensive, five-step model for revenue recognition that requires a company to recognize revenue to depict the transfer of promised goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Under ASC 606, a company will be required to use more judgment and make more estimates when considering contract terms as well as relevant facts and circumstances when identifying performance obligations, estimating the amount of
variable consideration in the transaction price and allocating the transaction price to each separate performance
obligation. The Company adopted this standard on January 1, 2018 using the modified retrospective approach and recorded a cumulative effect adjustment to increase Retained earnings by $2.4 million with related amounts not materially impacting the Balance Sheet. Refer to Note 13, “Revenue,” for a further discussion on the adoption of ASC 606.
In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" (ASU 2016-09), which simplifies several aspects of the accounting for employee share-based payment transactions. The standard makes several modifications to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. In addition, ASU 2016-09 clarifies the statement of cash flows presentation for certain components of share-based awards. The Company adopted this standard on January 1, 2017 and prospectively presented any excess tax benefits or deficiencies in the income statement as a component of Provision for income taxes rather than in the Equity section of the Balance Sheet. As part of the adoption, the Company reclassified $15.1 million of excess tax benefits previously unrecognized on a modified retrospective basis through a cumulative-effect adjustment to increase Retained earnings as of January 1, 2017.
Recently Issued Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" (ASU 2019-12), which simplifies certain aspects of income tax accounting guidance in ASC 740, reducing the complexity of its application. Certain exceptions to ASC 740 presented within the ASU include: intraperiod tax allocation, deferred tax liabilities related to outside basis differences, year-to-date loss in interim periods, among others. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2020 including interim periods therein with early adoption permitted. The Company is currently assessing theadopted this standard on January 1, 2021 with no material impact of the ASU on its financial statements.
In August 2018, the FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract" (ASU 2018-15), which aligns the requirements for capitalizing implementation costs in a cloud-computing arrangement service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. In addition, the guidance also clarifies the presentation requirements for reporting such costs in the financial statements. ASU 2018-15 is effective for annual reporting periods beginning after December 15, 2019 with early adoption permitted. Upon adoption, this ASU will be applied on a prospective basis and is not expected to have a material impact on the financial statements.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses” (ASU 2016-13), which changes the impairment model for most financial assets and certain other instruments from an incurred loss model to an expected loss model. In addition, the guidance also requires incremental disclosures regarding allowances and credit quality indicators. ASU 2016-13 is required to be adopted using the modified-retrospective approach and will be effective in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Upon adoption, this ASU is not expected to have a material impact on the financial statements.
NOTE 4. INVENTORIES
Depending on the business, U.S. inventories are stated at the lower of cost or market using the LIFO method or the lower of cost or market using the FIFO method. Non-U.S. inventories are primarily stated at the lower of cost or market using the FIFO method.
At December 31, the major classes of inventory were as follows:
|
| | | | | | | | |
| In millions | | 2019 | | 2018 |
| Raw materials | | $ | 613.1 |
| | $ | 550.5 |
|
| Work-in-process | | 209.2 |
| | 182.0 |
|
| Finished goods | | 975.5 |
| | 1,028.8 |
|
| | | 1,797.8 |
| | 1,761.3 |
|
| LIFO reserve | | (85.6 | ) | | (83.5 | ) |
| Total | | $ | 1,712.2 |
| | $ | 1,677.8 |
|
| | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 |
| Raw materials | | $ | 305.0 | | | $ | 333.5 | |
| Work-in-process | | 163.9 | | | 173.7 | |
| Finished goods | | 761.4 | | | 804.9 | |
| | 1,230.3 | | | 1,312.1 | |
| LIFO reserve | | (41.1) | | | (33.5) | |
| Total | | $ | 1,189.2 | | | $ | 1,278.6 | |
The Company performs periodic assessments to determine the existence of obsolete, slow-moving and non-saleable inventories and records necessary provisions to reduce such inventories to net realizable value. Reserve balances, primarily related to obsolete and slow-moving inventories, were $126.4$85.6 million and $119.9$66.1 million at December 31, 20192020 and December 31, 2018,2019, respectively.
NOTE 5. PROPERTY, PLANT AND EQUIPMENT
At December 31, the major classes of property, plant and equipment were as follows:
|
| | | | | | | | |
| In millions | | 2019 | | 2018 |
| Land | | $ | 60.6 |
| | $ | 53.2 |
|
| Buildings | | 921.2 |
| | 870.7 |
|
| Machinery and equipment | | 2,210.0 |
| | 2,079.9 |
|
| Software | | 847.9 |
| | 831.4 |
|
| | | 4,039.7 |
| | 3,835.2 |
|
| Accumulated depreciation | | (2,233.5 | ) | | (2,104.4 | ) |
| Total | | $ | 1,806.2 |
| | $ | 1,730.8 |
|
| | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 |
| Land | | $ | 40.7 | | | $ | 40.1 | |
| Buildings | | 676.7 | | | 660.0 | |
| Machinery and equipment | | 1,749.3 | | | 1,600.2 | |
| Software | | 638.0 | | | 655.2 | |
| | 3,104.7 | | | 2,955.5 | |
| Accumulated depreciation | | (1,755.2) | | | (1,603.5) | |
| Total | | $ | 1,349.5 | | | $ | 1,352.0 | |
Depreciation expense for the years ended December 31, 2020, 2019, 2018 and 20172018 was $221.2$172.8 million,, $217.4 $167.2 million and $217.3$160.7 million,, which include amounts for software amortization of $25.3$50.2 million,, $25.7 $55.4 million and $28.6$51.6 million,, respectively.
NOTE 6. GOODWILL
The Company records as goodwill the excess of the purchase price over the fair value of the net assets acquired in a business combination. Measurement period adjustments may be recorded once a final valuation has been performed. Goodwill is tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the reporting unit may be less than its carrying value. In addition, an interim impairment test is completed upon a triggering event or when there is a reorganization of reporting structure or disposal of all or a portion of a reporting unit.
In connection with the new organizational model and business segment structure, the Company performed a goodwill impairment assessment immediately prior to the reorganization becoming effective, the results of which did not indicate any
goodwill impairment. The Company then reassigned its goodwill between the newly designated reporting units using a relative fair value approach. Subsequent to the reassignment, the Company performed a second goodwill impairment assessment under the new reporting structure, the results of which also did not indicate any goodwill impairment.
The reassigned amounts of goodwill as of December 31, 2018 and the changes in the carrying amount of Goodwillgoodwill are as follows:
|
| | | | | | | | | | | | |
| In millions | | Climate | | Industrial | | Total |
| Net balance as of December 31, 2017 | | $ | 5,065.1 |
| | $ | 870.6 |
| | $ | 5,935.7 |
|
Acquisitions (1) | | 118.1 |
| | 1.8 |
| | 119.9 |
|
| Currency translation | | (84.0 | ) | | (12.1 | ) | | (96.1 | ) |
| Net balance as of December 31, 2018 | | 5,099.2 |
| | 860.3 |
| | 5,959.5 |
|
Acquisitions (1) | | 45.3 |
| | 801.3 |
| | 846.6 |
|
| Currency translation | | (18.8 | ) | | (4.2 | ) | | (23.0 | ) |
| Net balance as of December 31, 2019 | | $ | 5,125.7 |
| | $ | 1,657.4 |
| | $ | 6,783.1 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | | Americas | | EMEA | | Asia Pacific | | Total |
| Net balance as of December 31, 2018 | | $ | 3,809.4 | | | $ | 747.3 | | | $ | 542.5 | | | $ | 5,099.2 | |
Acquisitions (1) | | 45.3 | | | 0 | | | 0 | | | 45.3 | |
| Currency translation | | 4.1 | | | (16.2) | | | (6.7) | | | (18.8) | |
| Net balance as of December 31, 2019 | | 3,858.8 | | | 731.1 | | | 535.8 | | | 5,125.7 | |
Acquisitions (1) | | 130.1 | | | 0 | | | 0 | | | 130.1 | |
Deconsolidation of certain entities under Chapter 11 (2) | | (9.2) | | | 0 | | | 0 | | | (9.2) | |
| Currency translation | | 0.3 | | | 62.4 | | | 33.5 | | | 96.2 | |
| Net balance as of December 31, 2020 | | $ | 3,980.0 | | | $ | 793.5 | | | $ | 569.3 | | | $ | 5,342.8 | |
(1) Refer to Note 19, "Acquisitions and Divestitures" for more information regarding acquisitions.
(2) Refer to Note 22, "Commitments and Contingencies", for more information regarding the Chapter 11 bankruptcy and asbestos-related matters.
The net goodwill balances at December 31, 2020, 2019 2018 and 20172018 include $2,496.0 million of accumulated impairment. The accumulated impairment relates entirely to a charge recorded in 2008 associated with the Climate segment.2008.
NOTE 7. INTANGIBLE ASSETS
Indefinite-lived intangible assets are tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset. All other intangible assets with finite useful lives are being amortized on a straight-line basis over their estimated useful lives.
The following table sets forth the gross amount and related accumulated amortization of the Company’s intangible assets at December 31:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2019 | | 2018 |
| In millions | | Gross carrying amount | | Accumulated amortization | | Net carrying amount | | Gross carrying amount | | Accumulated amortization | | Net carrying amount |
| Customer relationships | | $ | 2,562.1 |
| | $ | (1,321.8 | ) | | $ | 1,240.3 |
| | $ | 2,086.8 |
| | $ | (1,176.3 | ) | | $ | 910.5 |
|
| Patents | | 207.6 |
| | (187.6 | ) | | 20.0 |
| | 206.6 |
| | (182.0 | ) | | 24.6 |
|
| Other | | 124.5 |
| | (73.1 | ) | | 51.4 |
| | 84.5 |
| | (54.4 | ) | | 30.1 |
|
| Total finite-lived intangible assets | | $ | 2,894.2 |
| | $ | (1,582.5 | ) | | $ | 1,311.7 |
| | $ | 2,377.9 |
| | $ | (1,412.7 | ) | | $ | 965.2 |
|
| Trademarks (indefinite-lived) | | 2,837.1 |
| | — |
| | 2,837.1 |
| | 2,669.5 |
| | — |
| | 2,669.5 |
|
| Total | | $ | 5,731.3 |
| | $ | (1,582.5 | ) | | $ | 4,148.8 |
| | $ | 5,047.4 |
| | $ | (1,412.7 | ) | | $ | 3,634.7 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 |
| In millions | | Gross carrying amount | | Accumulated amortization | | Net carrying amount | | Gross carrying amount | | Accumulated amortization | | Net carrying amount |
| Customer relationships | | $ | 2,010.2 | | | $ | (1,362.4) | | | $ | 647.8 | | | $ | 1,928.5 | | | $ | (1,239.2) | | | $ | 689.3 | |
| Other | | 210.7 | | | (199.4) | | | 11.3 | | | 212.2 | | | (203.4) | | | 8.8 | |
| Total finite-lived intangible assets | | $ | 2,220.9 | | | $ | (1,561.8) | | | $ | 659.1 | | | $ | 2,140.7 | | | $ | (1,442.6) | | | $ | 698.1 | |
| Trademarks (indefinite-lived) | | 2,627.3 | | | — | | | 2,627.3 | | | 2,625.5 | | | — | | | 2,625.5 | |
| Total | | $ | 4,848.2 | | | $ | (1,561.8) | | | $ | 3,286.4 | | | $ | 4,766.2 | | | $ | (1,442.6) | | | $ | 3,323.6 | |
Intangible asset amortization expense for 2020, 2019, 2018 and 20172018 was $171.3$115.7 million,, $139.3 $116.7 million and $132.0$116.8 million,, respectively. Future estimated amortization expense on existing intangible assets in each of the next five years amounts to approximately $177$122 million for 2020, $174 million for 2021, $174$122 million for 2022, $173$121 million for 2023, $120 million for 2024, and $169$89 million for 2024. As a result2025.
NOTE 8. DEBT AND CREDIT FACILITIES
At December 31, Short-term borrowings and current maturities of long-term debt consisted of the following:
| | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 |
| Debentures with put feature | | $ | 343.0 | | | $ | 343.0 | |
2.625% Senior notes due 2020 (1) | | 0 | | | 299.8 | |
2.900% Senior notes due 2021 (2) | | 299.9 | | | 0 | |
9.000% Debentures due 2021 (3) | | 125.0 | | | 0 | |
| | | | |
| Other current maturities of long-term debt | | 7.7 | | | 7.5 | |
| | | | |
| Total | | $ | 775.6 | | | $ | 650.3 | |
|
| | | | | | | | |
| In millions | | 2019 | | 2018 |
| Debentures with put feature | | $ | 343.0 |
| | $ | 343.0 |
|
2.625% Senior notes due 2020 (1) | | 299.8 |
| | — |
|
| Other current maturities of long-term debt | | 7.7 |
| | 7.6 |
|
| Total | | $ | 650.5 |
| | $ | 350.6 |
|
(1)(2) The 2.625%2.900% Senior notes are due in May 2020.February 2021.
(3) The 9.000% Debentures are due in August 2021.
The Company's short-term obligations primarily consist of current maturities of long-term debt. The weighted-average interest rate for Short-term borrowings and current maturities of long-term debt at December 31, 20192020 and 20182019 was 4.6%5.4% and 6.3%4.6%, respectively.
Commercial Paper Program
The Company uses borrowings under its commercial paper program for general corporate purposes. 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 December 31, 2019.2020. Under the commercial paper program, the Company may issue notes from time to time through Ingersoll-RandTrane Technologies Global Holding Company Limited or Ingersoll-RandTrane Technologies Luxembourg Finance S.A. Each of Ingersoll-RandTrane Technologies plc, Ingersoll-RandTrane Technologies Irish Holdings Unlimited Company, Ingersoll-RandTrane Technologies Lux International Holding Company S.à.r.l., Ingersoll-RandTrane Technologies Global Holding Company Limited and Ingersoll-RandTrane Technologies Company LLC provided irrevocable and unconditional guarantees for any notes issued under the commercial paper program. The Company had no outstanding balance under its commercial paper program as of December 31, 20192020 and December 31, 2018.2019.
Debentures with Put Feature
At December 31, 20192020 and December 31, 2018,2019, the Company had $343.0 million of fixed rate debentures outstanding which contain a put feature that the holders may exercise on each anniversary of the issuance date. If exercised, the Company is obligated to repay in whole or in part, at the holder’s option, the outstanding principal amount of the debentures plus accrued interest. If these options are not exercised, the final contractual maturity dates would range between 2027 and 2028. Holders of these debentures had the option to exercise the put feature on each of the outstanding debentures in 2019,2020, subject to the notice requirement. No material exercises were made in 20192020 or 2018.2019.
At December 31, long-term debt excluding current maturities consisted of:
|
| | | | | | | | |
| In millions | | 2019 | | 2018 |
2.625% Senior notes due 2020 (1) | | $ | — |
| | $ | 299.4 |
|
| 2.900% Senior notes due 2021 | | 299.1 |
| | 298.3 |
|
| 9.000% Debentures due 2021 | | 124.9 |
| | 124.9 |
|
| 4.250% Senior notes due 2023 | | 697.8 |
| | 697.1 |
|
| 7.200% Debentures due 2020-2025 | | 37.3 |
| | 44.8 |
|
| 3.550% Senior notes due 2024 | | 496.6 |
| | 495.9 |
|
| 6.480% Debentures due 2025 | | 149.7 |
| | 149.7 |
|
| 3.500% Senior notes due 2026 | | 396.8 |
| | — |
|
| 3.750% Senior notes due 2028 | | 545.1 |
| | 544.5 |
|
| 3.800% Senior notes due 2029 | | 743.6 |
| | — |
|
| 5.750% Senior notes due 2043 | | 494.5 |
| | 494.3 |
|
| 4.650% Senior notes due 2044 | | 295.9 |
| | 295.8 |
|
| 4.300% Senior notes due 2048 | | 296.0 |
| | 295.9 |
|
| 4.500% Senior notes due 2049 | | 345.5 |
| | — |
|
| Other loans and notes | | 0.1 |
| | 0.1 |
|
| Total | | $ | 4,922.9 |
| | $ | 3,740.7 |
|
| | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 |
2.900% Senior notes due 2021 (1) | | 0 | | | 299.1 | |
9.000% Debentures due 2021 (2) | | 0 | | | 124.9 | |
| 4.250% Senior notes due 2023 | | 698.4 | | | 697.8 | |
| 7.200% Debentures due 2020-2025 | | 29.9 | | | 37.3 | |
| 3.550% Senior notes due 2024 | | 497.3 | | | 496.6 | |
| 6.480% Debentures due 2025 | | 149.7 | | | 149.7 | |
| 3.500% Senior notes due 2026 | | 397.3 | | | 396.8 | |
| 3.750% Senior notes due 2028 | | 545.6 | | | 545.1 | |
| 3.800% Senior notes due 2029 | | 744.4 | | | 743.6 | |
| 5.750% Senior notes due 2043 | | 494.7 | | | 494.5 | |
| 4.650% Senior notes due 2044 | | 296.1 | | | 295.9 | |
| 4.300% Senior notes due 2048 | | 296.2 | | | 296.0 | |
| 4.500% Senior notes due 2049 | | 345.7 | | | 345.5 | |
| Other loans and notes | | 1.2 | | | 0.1 | |
| Total | | $ | 4,496.5 | | | $ | 4,922.9 | |
(1) The 2.625%2.900% Senior notes are due in May 2020.February 2021 and have been reclassified from noncurrent to current.
(2) The 9.000% Debentures are due in August 2021 and have been reclassified from noncurrent to current.
Scheduled maturities of long-term debt, including current maturities, as of December 31, 20192020 are as follows:
|
| | | |
| In millions | |
| 2020 | $ | 650.5 |
|
| 2021 | 431.6 |
|
| 2022 | 7.5 |
|
| 2023 | 705.3 |
|
| 2024 | 504.1 |
|
| Thereafter | 3,274.4 |
|
| Total | $ | 5,573.4 |
|
| | | | | |
| In millions | |
| 2021 | $ | 775.6 | |
| 2022 | 7.9 | |
| 2023 | 706.3 | |
| 2024 | 505.1 | |
| 2025 | 157.2 | |
| Thereafter | 3,120.0 | |
| Total | $ | 5,272.1 | |
Issuance of Senior Notes
In March 2019, the Company issued $1.5 billion principal amount of senior notes in three tranches through Ingersoll-RandTrane Technologies Luxembourg Finance S.A., an indirect, wholly-owned subsidiary. The tranches consist of $400 million aggregate principal amount of 3.500% senior notes due 2026, $750 million aggregate principal amount of 3.800% senior notes due 2029 and $350 million aggregate principal amount of 4.500% senior notes due 2049. The notes are fully and unconditionally guaranteed by each of Ingersoll RandTrane Technologies plc, Ingersoll-Rand Global HoldingTrane Technologies Irish Holdings Unlimited Company, Limited, Ingersoll-RandTrane Technologies Lux International Holding Company S.à.r.l, Ingersoll-Rand Irish Holdings UnlimitedTrane Technologies Global Holding Company Limited, Trane Technologies HoldCo Inc. and Ingersoll-Rand Company.Trane Technologies Company LLC. The Company has the option to redeem the notes in whole or in part at any time, prior to their stated maturity date at redemption prices set forth in the indenture agreement. The notes are subject to certain customary covenants, however, none of these covenants are considered restrictive to the Company’s operations. During the three months ended March 31, 2019, the Company capitalized $13.1 million of debt issuance costs which will be amortized over the remaining life of the debt. The Company used the net proceeds to finance the acquisition of Precision Flow Systems (PFS) and for general corporate purposes.
In February 2018, the Company issued $1.15 billion principal amount of senior notes in three tranches through an indirect, wholly-owned subsidiary. The tranches consist of $300 million aggregate principal amount of 2.900% senior notes due 2021, $550 million aggregate principal amount of 3.750% senior notes due 2028 and $300 million aggregate principal amount of 4.300% senior notes due 2048. The notes are fully and unconditionally guaranteed by each of Ingersoll Rand plc, Ingersoll-Rand Irish Holdings Unlimited Company, Ingersoll-Rand Lux International Holding Company S.à.r.l, Ingersoll-Rand Company and Ingersoll-Rand Luxembourg Finance S.A. The Company has the option to redeem the notes in whole or in part at any time, prior to their stated maturity date at redemption prices set forth in the indenture agreement. The notes are subject to certain customary covenants, however, none of these covenants are considered restrictive to the Company’s operations. In March 2018, the Company used the proceeds to fund the redemption of $750 million aggregate principal amount of 6.875% senior notes due 2018 and $350 million aggregate principal
amount of 2.875% senior notes due 2019, with the remainder used for general corporate purposes. As a result of the early redemption, the Company recognized $15.4 million of premium expense and $1.2 million of unamortized costs in Interest expense in 2018.
Other Credit Facilities
TheOn June 4, 2020, the Company entered into a new $1.0 billion senior unsecured revolving credit facility which matures in March 2022 and terminated its $1.0 billion facility set to expire in March 2021. As a result, the Company maintains two 5-year, $1.0 billion senior unsecured revolving credit facilities, one of which matures in March 2022 and the other in April 2023 (the Facilities) through its wholly-owned subsidiaries, Ingersoll-RandTrane Technologies HoldCo Inc., Trane Technologies Global Holding Company Limited and Ingersoll-RandTrane Technologies Luxembourg Finance S.A. (collectively, the Borrowers). Each senior unsecured credit facility one of which matures in March 2021 and the other in April 2023, provides support for the Company's commercial paper program and can be used for working capital and other general corporate purposes. Ingersoll-RandTrane Technologies plc, Ingersoll-RandTrane Technologies Irish Holdings Unlimited Company, Ingersoll-RandTrane Technologies Lux International Holding Company S.à.r.l. and Ingersoll-RandTrane Technologies Company LLC each provide irrevocable and unconditional guarantees for these Facilities. In addition, each Borrower will guarantee the obligations under the Facilities of the other Borrower. Total commitments of $2.0 billion were unused at December 31, 20192020 and December 31, 2018.2019.
Fair Value of Debt
The Company considers the carrying value of the Company's short-term borrowings isto be a reasonable estimate of the fair value due to the short-term nature of the instruments. The fair value of the Company's debt instruments at December 31, 20192020 and December 31, 20182019 was $6.2$6.3 billion and $4.2$6.2 billion, respectively. The Company measures the fair value of its long-term debt instruments for disclosure purposes based upon observable market prices quoted on public exchanges for similar assets. These fair value inputs are considered Level 2 within the fair value hierarchy. The methodologies used by the Company to determine the fair value of its long-term debt instruments at December 31, 2019 are the same as those used at December 31, 2018.
Guarantees
Along with Ingersoll-Rand plc, certain of the Company's 100% directly or indirectly owned subsidiaries have fully and unconditionally guaranteed, on a joint and several basis, public debt issued by other 100% directly or indirectly owned subsidiaries. Refer to Note 23 for the Company's current guarantor structure.
NOTE 9. FINANCIAL INSTRUMENTS
In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors. These fluctuations can increase the cost of financing, investing and operating the business. The Company may use various financial instruments, including derivative instruments, to manage the risks associated with interest rate, commodity price and foreign currency exposures. These financial instruments are not used for trading or speculative purposes. The Company recognizes all derivatives on the Consolidated Balance Sheet at their fair value as either assets or liabilities.
On the date a derivative contract is entered into, the Company designates the derivative instrument as a cash flow hedge of a forecasted transaction or as an undesignated derivative. The Company formally documents its hedge relationships, including identification of the derivative instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction. This process includes linking derivative instruments that are designated as hedges to specific assets, liabilities or forecasted transactions.
The Company assesses at inception and at least quarterly thereafter, whether the derivatives used in cash flow hedging transactions are highly effective in offsetting the changes in the cash flows of the hedged item. To the extent the derivative is deemed to be a highly effective hedge, the fair market value changes of the instrument are recorded to Accumulated other comprehensive income (loss) (AOCI). If the hedging relationship ceases to be highly effective, or it becomes probable that a forecasted transaction is no longer expected to occur, the hedging relationship will be undesignated and any future gains and losses on the derivative instrument will be recorded in Net earnings.
The fair values of derivative instruments included within the Consolidated Balance Sheet as of December 31 were as follows:
|
| | | | | | | | | | | | | | | | |
| | | Derivative assets | | Derivative liabilities |
| In millions | | 2019 | | 2018 | | 2019 | | 2018 |
| Derivatives designated as hedges: | | | | | | | | |
| Currency derivatives | | $ | 0.1 |
| | $ | 1.3 |
| | $ | 3.9 |
| | $ | 0.7 |
|
| Derivatives not designated as hedges: | | | | | | | | |
| Currency derivatives | | 1.2 |
| | 0.9 |
| | 3.3 |
| | 0.6 |
|
| Total derivatives | | $ | 1.3 |
| | $ | 2.2 |
| | $ | 7.2 |
| | $ | 1.3 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Derivative assets | | Derivative liabilities |
| In millions | | 2020 | | 2019 | | 2020 | | 2019 |
| Derivatives designated as hedges: | | | | | | | | |
| Currency derivatives | | $ | 0.7 | | | $ | 0.1 | | | $ | 1.7 | | | $ | 3.9 | |
| Derivatives not designated as hedges: | | | | | | | | |
| Currency derivatives | | 1.5 | | | 1.0 | | | 4.8 | | | 3.3 | |
| Total derivatives | | $ | 2.2 | | | $ | 1.1 | | | $ | 6.5 | | | $ | 7.2 | |
Asset and liability derivatives included in the table above are recorded within Other current assets and Accrued expenses and other current liabilities, respectively.
Currency Hedging Instruments
The notional amount of the Company’s currency derivatives was $0.5 billion and $0.6 billion at both December 31, 20192020 and 2018,2019, respectively. At December 31, 20192020 and 2018,2019, a net loss of $2.9$0.7 million and a net gain of $0.5$2.9 million, net of tax, respectively, was included in AOCI related to the fair value of the Company’s currency derivatives designated as accounting hedges. The amount expected to be reclassified into Net earnings over the next twelve months is a loss of $1.6$0.6 million. The actual amounts that will be reclassified to Net earnings may vary from this amount as a result of changes in market conditions. Gains and losses associated with the Company’s currency derivatives not designated as hedges are recorded in Net earnings as changes in fair value occur. At December 31, 2019,2020, the maximum term of the Company’s currency derivatives was approximately 12 months, except for currency derivatives in place related to a certain long-term contract.
Other Derivative Instruments
Prior to 2015,In the past, the Company utilized forward-starting interest rate swaps and interest rate locks to manage interest rate exposure in periods prior to the anticipated issuance of certain fixed-rate debt. These instruments were designated as cash flow hedges and had a notional amount of $1.3 billion. Consequently, when the contracts were settled upon the issuance of the underlying debt, any realized gains or losses in the fair values of the instruments were deferred into AOCI. These deferred gains or losses are subsequently recognized in Interest expense over the term of the related notes. The net unrecognized gain in AOCI was $6.0$5.3 million and $6.7$6.0 million at December 31, 20192020 and at December 31, 2018.2019. The net deferred gain at December 31, 20192020 will continue to be amortized over the term of notes with maturities ranging from 2023 to 2044. The amount expected to be
amortized over the next twelve months is a net gain of $0.7 million. The Company has no0 forward-starting interest rate swaps or interest rate lock contracts outstanding at December 31, 20192020 or 2018.2019.
The following table represents the amounts associated with derivatives designated as hedges affecting Net earnings and AOCI for the years ended December 31:31:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Amount of gain (loss) recognized in AOCI | | Location of gain (loss) reclassified from AOCI and recognized into Net earnings | | Amount of gain (loss) reclassified from AOCI and recognized into Net earnings |
| In millions | | 2019 | | 2018 | | 2017 | | | 2019 | | 2018 | | 2017 |
| Currency derivatives designated as hedges | | $ | (2.7 | ) | | $ | 1.2 |
| | $ | (1.8 | ) | | Cost of goods sold | | $ | (1.4 | ) | | $ | (0.8 | ) | | $ | (3.1 | ) |
| Interest rate swaps & locks | | — |
| | — |
| | — |
| | Interest expense | | 0.7 |
| | (0.1 | ) | | (0.5 | ) |
| Total | | $ | (2.7 | ) | | $ | 1.2 |
| | $ | (1.8 | ) | | | | $ | (0.7 | ) | | $ | (0.9 | ) | | $ | (3.6 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Amount of gain (loss) recognized in AOCI | | Location of gain (loss) reclassified from AOCI and recognized into Net earnings | | Amount of gain (loss) reclassified from AOCI and recognized into Net earnings |
| In millions | | 2020 | | 2019 | | 2018 | | | 2020 | | 2019 | | 2018 |
| Currency derivatives - continuing | | $ | 3.3 | | | $ | (2.5) | | | $ | 0.7 | | | Cost of goods sold | | $ | (2.6) | | | $ | (1.5) | | | $ | (1.0) | |
| Currency derivatives - discontinued | | 0 | | | (0.2) | | | 0.5 | | | Discontinued operations | | 0 | | | 0.1 | | | 0.2 | |
| Interest rate swaps & locks | | 0 | | | 0 | | | 0 | | | Interest expense | | 0.7 | | | 0.7 | | | (0.1) | |
| | | | | | | | | | | | | | |
| Total | | $ | 3.3 | | | $ | (2.7) | | | $ | 1.2 | | | | | $ | (1.9) | | | $ | (0.7) | | | $ | (0.9) | |
The following table represents the amounts associated with derivatives not designated as hedges affecting Other income(expense), netNet earnings for the years ended December 31:31:
|
| | | | | | | | | | | | |
| In millions | | Amount of gain (loss) recognized in Net earnings |
| 2019 | | 2018 | | 2017 |
| Currency derivatives not designated as hedges | | $ | (6.4 | ) | | $ | (29.6 | ) | | $ | 58.0 |
|
| Total | | $ | (6.4 | ) | | $ | (29.6 | ) |
| $ | 58.0 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | | Location of gain (loss) recognized in Net earnings | | Amount of gain (loss) recognized in Net earnings |
| 2020 | | 2019 | | 2018 |
| Currency derivatives - continuing | | Other income (expense), net | | $ | 7.5 | | | $ | (5.2) | | | $ | (30.0) | |
| Currency derivatives - discontinued | | Discontinued operations | | (0.4) | | | (1.2) | | | 0.4 | |
| Total | | | | $ | 7.1 | | | $ | (6.4) | | | $ | (29.6) | |
The gains and losses associated with the Company’s undesignated currency derivatives are materially offset in Other income/(expense), netNet earnings by changes in the fair value of the underlying transactions.
The following table presents the effects of the Company's designated financial instruments on the associated financial statement line item within the Consolidated Statement of Comprehensive Income where the financial instrument are recorded for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Classification and amount of gain (loss) recognized in income on cash flow hedging relationships |
| | 2020 | | 2019 | | 2018 |
| In millions | | Cost of goods sold | | Interest expense | | Cost of goods sold | | Interest expense | | Cost of goods sold | | Interest expense |
| Total amounts presented in the Consolidated Statements of Comprehensive Income | | $ | (8,651.3) | | | $ | (248.7) | | | $ | (9,085.5) | | | $ | (242.8) | | | $ | (8,582.5) | | | $ | (221.0) | |
| Gain (loss) on cash flow hedging relationships | | | | | | | | | | | | |
| Currency derivatives: | | | | | | | | | | | | |
| Amount of gain (loss) reclassified from AOCI and recognized into Net earnings | | $ | (2.6) | | | $ | — | | | $ | (1.5) | | | $ | — | | | $ | (1.0) | | | $ | — | |
| Amount excluded from effectiveness testing recognized in net earnings based on changes in fair value and amortization | | $ | (2.1) | | | $ | — | | | $ | (3.0) | | | $ | — | | | $ | (0.1) | | | $ | — | |
| Interest rate swaps & locks: | | | | | | | | | | | | |
| Amount of gain (loss) reclassified from AOCI and recognized into Net earnings | | $ | — | | | $ | 0.7 | | | $ | — | | | $ | 0.7 | | | $ | — | | | $ | (0.1) | |
|
| | | | | | | | | | | | | | | | |
| | | Classification and amount of gain (loss) recognized in income on cash flow hedging relationships |
| | | 2019 | | 2018 |
| In millions | | Cost of goods sold | | Interest expense | | Cost of goods sold | | Interest expense |
| Total amounts presented in the Consolidated Statements of Comprehensive Income | | $ | (11,451.5 | ) | | $ | (243.0 | ) | | $ | (10,847.6 | ) | | $ | (220.7 | ) |
| Gain (loss) on cash flow hedging relationships | | | | | | | | |
| Currency derivatives: | | | | | | | | |
| Amount of gain (loss) reclassified from AOCI and recognized into Net earnings | | $ | (1.4 | ) | | $ | — |
| | $ | (0.8 | ) | | $ | — |
|
| Amount excluded from effectiveness testing recognized in net earnings based on changes in fair value and amortization | | $ | (3.0 | ) | | $ | — |
| | $ | (0.1 | ) | | $ | — |
|
| Interest rate swaps & locks: | | | | | | | | |
| Amount of gain (loss) reclassified from AOCI and recognized into Net earnings | | $ | — |
| | $ | 0.7 |
| | $ | — |
| | $ | (0.1 | ) |
Concentration of Credit Risk
The counterparties to the Company’s forward contracts consist of a number of investment grade major international financial institutions. The Company could be exposed to losses in the event of nonperformance by the counterparties. However, the credit ratings and the concentration of risk in these financial institutions are monitored on a continuous basis and present no significant credit risk to the Company.
NOTE 10. FAIR VALUE MEASUREMENTS
ASC 820, "Fair Value Measurement," (ASC 820) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:
| |
• | •Level 1: Observable inputs such as quoted prices in active markets; •Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Observable inputs such as quoted prices in active markets; |
| |
• | Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
|
| |
• | Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions. |
ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2019:2020:
|
| | | | | | | | | | | | | | | |
| In Millions | Fair Value | | Fair value measurements |
| | Level 1 | | Level 2 | | Level 3 |
| Assets: | | | | | | | |
| Derivative instruments | $ | 1.3 |
| | $ | — |
| | $ | 1.3 |
| | $ | — |
|
| Liabilities: | | | | | | | |
| Derivative instruments | $ | 7.2 |
| | $ | — |
| | $ | 7.2 |
| | $ | — |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | Fair Value | | Fair value measurements | |
| Level 1 | | Level 2 | | Level 3 | |
| | | | | | | | |
| Assets: | | | | | | | | |
| Derivative instruments | $ | 2.2 | | | $ | 0 | | | $ | 2.2 | | | $ | 0 | | |
| | | | | | | | |
| Liabilities: | | | | | | | | |
| Derivative instruments | $ | 6.5 | | | $ | 0 | | | $ | 6.5 | | | $ | 0 | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2018:2019:
|
| | | | | | | | | | | | | | | |
| In Millions | Fair Value | | Fair value measurements |
| | Level 1 | | Level 2 | | Level 3 |
| Assets: | | | | | | | |
| Derivative instruments | $ | 2.2 |
| | $ | — |
| | $ | 2.2 |
| | $ | — |
|
| Liabilities: | | | | | | | |
| Derivative instruments | $ | 1.3 |
| | $ | — |
| | $ | 1.3 |
| | $ | — |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| In Millions | Fair Value | | Fair value measurements |
| Level 1 | | Level 2 | | Level 3 |
| | | | | | | |
| Assets: | | | | | | | |
| Derivative instruments | $ | 1.1 | | | $ | 0 | | | $ | 1.1 | | | $ | 0 | |
| | | | | | | |
| Liabilities: | | | | | | | |
| Derivative instruments | $ | 7.2 | | | $ | 0 | | | $ | 7.2 | | | $ | 0 | |
Derivative instruments include forward foreign currency contracts and instruments related to non-functional currency balance sheet exposures. The fair value of the derivative instruments are determined based on a pricing model that uses spot rates and forward prices from actively quoted currency markets that are readily accessible and observable.
The carrying values of cash and cash equivalents, accounts receivable and accounts payable are a reasonable estimate of their fair value due to the short-term nature of these instruments. These methodologies used by the Company to determine the fair value of its financial assets and liabilities at December 31, 2019 are the same as those used at December 31, 2018. There have been no transfers between levels of the fair value hierarchy.
NOTE 11. LEASES
The Company’s lease portfolio includes various contracts for real estate, vehicles, information technology and other equipment. At contract inception, the Company determines a lease exists if the contract conveys the right to control an identified asset for a period of time in exchange for consideration. Control is considered to exist when the lessee has the right to obtain substantially all of the economic benefits from the use of an identified asset as well as the right to direct the use of that asset. If a contract is considered to be a lease, the Company recognizes a lease liability based on the present value of the future lease payments, with an offsetting entry to recognize a right-of-use asset. Options to extend or terminate a lease are included when it is reasonably certain an option will be exercised. As a majority of the Company’s leases do not provide an implicit rate within the lease, an incremental borrowing rate is used which is based on information available at the commencement date.
The following table includes a summary of the Company's lease portfolio and Balance Sheet classification:
| | | In millions | Classification | | December 31,
2019 | | January 1,
2019 | In millions | Classification | | December 31,
2020 | | December 31,
2019 |
| Assets | | | | | Assets | |
Operating lease right-of-use assets (1) | Other noncurrent assets | | $ | 560.0 |
| | $ | 517.1 |
| Operating lease right-of-use assets (1) | Other noncurrent assets | | $ | 409.0 | | | $ | 469.4 | |
| Liabilities | | | | | Liabilities | |
| Operating lease current | Other current liabilities | | 172.0 |
| | 160.3 |
| Operating lease current | Other current liabilities | | 138.8 | | | 145.0 | |
| Operating lease noncurrent | Other noncurrent liabilities | | 394.4 |
| | 360.5 |
| Operating lease noncurrent | Other noncurrent liabilities | | 276.5 | | | 329.9 | |
| | Weighted average remaining lease term | | Weighted average remaining lease term | | 4.0 years | | 4.3 years |
| Weighted average discount rate | | Weighted average discount rate | | 3.3 | % | | 3.6 | % |
(1) Per ASC 842, prepaidPrepaid lease payments and lease incentives are recorded as part of the right-of-use asset. The net impact was $6.4$6.3 million and $3.7$5.5 million at December 31, 20192020 and January 1,December 31, 2019, respectively.
The Company elected the practical expedient as an accounting policy election by class of underlying asset to accountaccounts for each separate lease component of a contract and its associated non-lease component as a single lease component. This practical expedient was applied to all underlying asset classes. In addition, the Company elected the practical expedient to utilizeutilizes a portfolio approach for the vehicle, information technology and equipment asset classes as the application of the lease model to the portfolio would not differ materially from the application of the lease model to the individual leases within the portfolio.
The following table includes lease costs and related cash flow information for the year ended December 31:
|
| | | |
| In millions | 2019 |
| Operating lease expense | $ | 206.1 |
|
| Variable lease expense | 29.9 |
|
| Cash paid for amounts included in the measurement of lease liabilities: | |
| Operating cash flows from operating leases | 204.2 |
|
| Right-of-use assets obtained in exchange for new operating lease liabilities | 201.9 |
|
| | | | | | | | | | | | | |
| In millions | 2020 | | 2019 | | |
| Operating lease expense | $ | 173.0 | | | $ | 163.5 | | | |
| Variable lease expense | 24.9 | | | 19.9 | | | |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | |
| Operating cash flows from operating leases | 172.2 | | | 161.5 | | | |
| Right-of-use assets obtained in exchange for new operating lease liabilities | 114.6 | | | 162.9 | | | |
Operating lease expense is recognized on a straight-line basis over the lease term. In addition, the Company has certain leases that contain variable lease payments which are based on an index, a rate referenced in the lease or on the actual usage of the leased asset. These payments are not included in the right-to-useright-of-use asset or lease liability and are expensed as incurred as variable lease expense. The Company elected the practical expedient as an accounting policy election by class of underlying asset to not apply the balance sheet recognition criteria required in ASC 842 to leases with an initial lease term of twelve months or less. Payments for these leases are recognized on a straight-line basis over the lease term.
Maturities of lease obligations were as follows:
| | | | | |
| In millions | December 31,
2020 |
| Operating leases: | |
| 2021 | $ | 152.0 | |
| 2022 | 114.1 | |
| 2023 | 78.2 | |
| 2024 | 46.8 | |
| 2025 | 22.8 | |
| After 2025 | 34.5 | |
| Total lease payments | $ | 448.4 | |
| Less: Interest | (33.1) | |
| Present value of lease liabilities | $ | 415.3 | |
|
| | | |
| In millions | December 31,
2019 |
| Operating leases: | |
| 2020 | $ | 192.3 |
|
| 2021 | 151.6 |
|
| 2022 | 106.8 |
|
| 2023 | 75.3 |
|
| 2024 | 40.0 |
|
| After 2024 | 68.1 |
|
| Total lease payments | $ | 634.1 |
|
| Less: Interest | (67.7 | ) |
| Present value of lease liabilities | $ | 566.4 |
|
At December 31, 2019, the weighted average remaining lease term was 4.7 years with a weighted average discount rate
Prior Period Disclosures
As a result of adopting ASC 842 on January 1, 2019, the Company is required to present future minimum lease commitments for operating leases having initial or noncancellable lease terms in excess of one year that were previously disclosed in our 2018 Annual Report on Form 10-K and accounted for under previous lease guidance. Commitments as of December 31, 2018 were as follows:
|
| | | |
| In millions | December 31,
2018 |
| Operating leases | |
| 2019 | $ | 197.1 |
|
| 2020 | 152.0 |
|
| 2021 | 107.4 |
|
| 2022 | 68.4 |
|
| 2023 | 42.2 |
|
| After 2023 | 42.7 |
|
| Total | $ | 609.8 |
|
NOTE 12. PENSIONS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The Company sponsors several U.S. defined benefit and defined contribution plans covering substantially all of the Company's U.S. employees. Additionally, the Company has many non-U.S. defined benefit and defined contribution plans covering eligible non-U.S. employees. Postretirement benefits other than pensions (OPEB) provide healthcare benefits, and in some instances, life insurance benefits for certain eligible employees.
Pension Plans
The noncontributory defined benefit pension plans covering non-collectively bargained U.S. employees provide benefits on a final average pay formula while plans for most collectively bargained U.S. employees provide benefits on a flat dollar benefit formula or a percentage of pay formula. The non-U.S. pension plans generally provide benefits based on earnings and years of service. The Company also maintains additional other supplemental plans for officers and other key or highly compensated employees.
In connection with completion of the Transaction, the Company transferred certain pension obligations for current and former employees of Ingersoll Rand Industrial to Gardner Denver. The transfer of these obligations reduced pension liabilities by $486.2 million, pension assets by $351.7 million and AOCI by $111.3 million.
The following table details information regarding the Company’s pension plans at December 31:
| | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 |
| Change in benefit obligations: | | | | |
| Benefit obligation at beginning of year | | $ | 3,851.2 | | | $ | 3,465.3 | |
| Service cost | | 58.3 | | | 73.6 | |
| Interest cost | | 83.8 | | | 119.1 | |
| Employee contributions | | 1.0 | | | 1.1 | |
| Amendments | | 1.9 | | | 5.7 | |
Actuarial (gains) losses (1) | | 317.7 | | | 422.8 | |
| Benefits paid | | (189.2) | | | (225.3) | |
| Currency translation | | 43.8 | | | 9.0 | |
| Curtailments, settlements and special termination benefits | | (7.8) | | | (3.1) | |
| Impact of the Transaction | | (486.2) | | | 0 | |
| Other, including expenses paid | | (11.7) | | | (17.0) | |
| Benefit obligation at end of year | | $ | 3,662.8 | | | $ | 3,851.2 | |
| Change in plan assets: | | | | |
| Fair value at beginning of year | | $ | 3,136.8 | | | $ | 2,766.9 | |
| Actual return on assets | | 395.6 | | | 526.1 | |
| Company contributions | | 99.7 | | | 83.1 | |
| Employee contributions | | 1.0 | | | 1.1 | |
| Benefits paid | | (189.2) | | | (225.3) | |
| Currency translation | | 39.5 | | | 12.0 | |
| Settlements | | (7.8) | | | (5.3) | |
| Impact of the Transaction | | (351.7) | | | 0 | |
| Other, including expenses paid | | (9.3) | | | (21.8) | |
| Fair value of assets end of year | | $ | 3,114.6 | | | $ | 3,136.8 | |
| | | | |
| Net unfunded liability | | $ | (548.2) | | | $ | (714.4) | |
| Amounts included in the balance sheet: | | | | |
| Other noncurrent assets | | $ | 72.8 | | | $ | 50.0 | |
| Assets held-for-sale | | 0 | | | 0.3 | |
| Accrued compensation and benefits | | (22.9) | | | (7.2) | |
| Postemployment and other benefit liabilities | | (598.1) | | | (617.3) | |
| Liabilities held-for-sale | | 0 | | | (140.2) | |
| Net amount recognized | | $ | (548.2) | | | $ | (714.4) | |
|
| | | | | | | | |
| In millions | | 2019 | | 2018 |
| Change in benefit obligations: | | | | |
| Benefit obligation at beginning of year | | $ | 3,465.3 |
| | $ | 3,742.2 |
|
| Service cost | | 73.6 |
| | 75.0 |
|
| Interest cost | | 119.1 |
| | 109.7 |
|
| Employee contributions | | 1.1 |
| | 1.1 |
|
| Amendments | | 5.7 |
| | 16.1 |
|
| Actuarial (gains) losses | | 422.8 |
| | (224.8 | ) |
| Benefits paid | | (225.3 | ) | | (218.9 | ) |
| Currency translation | | 9.0 |
| | (34.8 | ) |
| Curtailments, settlements and special termination benefits | | (3.1 | ) | | (4.6 | ) |
| Other, including expenses paid | | (17.0 | ) | | 4.3 |
|
| Benefit obligation at end of year | | $ | 3,851.2 |
| | $ | 3,465.3 |
|
| Change in plan assets: | | | | |
| Fair value at beginning of year | | $ | 2,766.9 |
| | $ | 3,063.1 |
|
| Actual return on assets | | 526.1 |
| | (125.9 | ) |
| Company contributions | | 83.1 |
| | 86.9 |
|
| Employee contributions | | 1.1 |
| | 1.1 |
|
| Benefits paid | | (225.3 | ) | | (218.9 | ) |
| Currency translation | | 12.0 |
| | (32.8 | ) |
| Settlements | | (5.3 | ) | | (9.8 | ) |
| Other, including expenses paid | | (21.8 | ) | | 3.2 |
|
| Fair value of assets end of year | | $ | 3,136.8 |
| | $ | 2,766.9 |
|
| Net unfunded liability | | $ | (714.4 | ) | | $ | (698.4 | ) |
| Amounts included in the balance sheet: | | | | |
| Other noncurrent assets | | $ | 50.4 |
| | $ | 49.9 |
|
| Accrued compensation and benefits | | (8.7 | ) | | (25.9 | ) |
| Postemployment and other benefit liabilities | | (756.1 | ) | | (722.4 | ) |
| Net amount recognized | | $ | (714.4 | ) | | $ | (698.4 | ) |
It is the Company’s objective to contribute to the pension plans to ensure adequate funds, and no less than required by law, are available in the plans to make benefit payments to plan participants and beneficiaries when required. However, certain plans are not or cannot be funded due to either legal, accounting, or tax requirements in certain jurisdictions. As of December 31, 2019,2020, approximately 7 percent of the Company's projected benefit obligation relates to plans that cannot be funded.
The pretax amounts recognized in Accumulated other comprehensive income (loss) arewere as follows:
|
| | | | | | | | | | | | |
| In millions | | Prior service benefit (cost) | | Net actuarial gains (losses) | | Total |
| December 31, 2018 | | $ | (31.2 | ) | | $ | (820.6 | ) | | $ | (851.8 | ) |
| Current year changes recorded to AOCI | | (5.7 | ) | | (35.2 | ) | | (40.9 | ) |
| Amortization reclassified to earnings | | 5.0 |
| | 54.3 |
| | 59.3 |
|
| Settlements/curtailments reclassified to earnings | | — |
| | 2.2 |
| | 2.2 |
|
| Currency translation and other | | (0.5 | ) | | (0.9 | ) | | (1.4 | ) |
| December 31, 2019 | | $ | (32.4 | ) | | $ | (800.2 | ) | | $ | (832.6 | ) |
| | | | | | | | | | | | | | | | | | | | |
| In millions | | Prior service benefit (cost) | | Net actuarial gains (losses) | | Total |
| December 31, 2019 | | $ | (32.4) | | | $ | (800.2) | | | $ | (832.6) | |
| Current year changes recorded to AOCI | | (1.9) | | | (43.2) | | | (45.1) | |
| Amortization reclassified to earnings | | 5.3 | | | 43.7 | | | 49.0 | |
| Settlements/curtailments reclassified to earnings | | 0 | | | (1.8) | | | (1.8) | |
| Impact of the Transaction | | 1.3 | | | 110.0 | | | 111.3 | |
| Currency translation and other | | (0.6) | | | (9.8) | | | (10.4) | |
| December 31, 2020 | | $ | (28.3) | | | $ | (701.3) | | | $ | (729.6) | |
Weighted-average assumptions used to determine the benefit obligation at December 31 arewere as follows:
|
| | | | | | |
| | | 2019 | | 2018 |
| Discount rate: | | | | |
| U.S. plans | | 3.22 | % | | 4.21 | % |
| Non-U.S. plans | | 1.66 | % | | 2.47 | % |
| Rate of compensation increase: | | | | |
| U.S. plans | | 4.00 | % | | 4.00 | % |
| Non-U.S. plans | | 3.75 | % | | 4.00 | % |
| | | | | | | | | | | | | | |
| | 2020 | | 2019 |
| Discount rate: | | | | |
| | | | |
| U.S. plans | | 2.52 | % | | 3.22 | % |
| Non-U.S. plans | | 1.27 | % | | 1.66 | % |
| Rate of compensation increase: | | | | |
| U.S. plans | | 4.00 | % | | 4.00 | % |
| Non-U.S. plans | | 3.75 | % | | 3.75 | % |
The accumulated benefit obligation for all defined benefit pension plans was $3,734.5$3,566.4 million and $3,364.6$3,734.5 million at December 31, 20192020 and 2018,2019, respectively. The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with accumulated benefit obligations more than plan assets were $3,405.7$3,128.7 million,, $3,308.2 $3,043.9 million and $2,645.1$2,510.9 million,, respectively, as of December 31, 2019,2020, and $3,075.2$3,405.7 million,, $2,992.0 $3,308.2 million and $2,330.4$2,645.1 million,, respectively, as of December 31, 2018.2019.
Pension benefit payments are expected to be paid as follows:
| | | | | |
| In millions | |
| 2021 | $ | 210.7 | |
| 2022 | 204.5 | |
| 2023 | 207.1 | |
| 2024 | 200.7 | |
| 2025 | 246.6 | |
| 2026-2030 | 960.9 | |
|
| | | |
| In millions | |
| 2020 | $ | 215.3 |
|
| 2021 | 219.1 |
|
| 2022 | 226.1 |
|
| 2023 | 230.7 |
|
| 2024 | 221.0 |
|
| 2025-2029 | 1,136.7 |
|
The components of the Company’s net periodic pension benefit costs for the years ended December 31 include the following:
|
| | | | | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Service cost | | $ | 73.6 |
| | $ | 75.0 |
| | $ | 70.8 |
|
| Interest cost | | 119.1 |
| | 109.7 |
| | 109.0 |
|
| Expected return on plan assets | | (138.5 | ) | | (146.6 | ) | | (141.7 | ) |
| Net amortization of: | | | | | | |
| Prior service costs (benefits) | | 5.0 |
| | 4.2 |
| | 3.8 |
|
| Plan net actuarial (gains) losses | | 54.3 |
| | 51.3 |
| | 56.8 |
|
| Net periodic pension benefit cost | | 113.5 |
| | 93.6 |
| | 98.7 |
|
| Net curtailment, settlement, and special termination benefits (gains) losses | | 4.5 |
| | 2.3 |
| | 5.6 |
|
| Net periodic pension benefit cost after net curtailment and settlement (gains) losses | | $ | 118.0 |
| | $ | 95.9 |
| | $ | 104.3 |
|
| Amounts recorded in continuing operations: | | | | | | |
| Operating income | | $ | 69.8 |
| | $ | 72.7 |
| | $ | 68.2 |
|
| Other income/(expense), net | | 36.1 |
| | 14.6 |
| | 25.4 |
|
| Amounts recorded in discontinued operations | | 12.1 |
| | 8.6 |
| | 10.7 |
|
| Total | | $ | 118.0 |
| | $ | 95.9 |
| | $ | 104.3 |
|
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Service cost | | $ | 58.3 | | | $ | 73.6 | | | $ | 75.0 | |
| Interest cost | | 83.8 | | | 119.1 | | | 109.7 | |
| Expected return on plan assets | | (121.1) | | | (138.5) | | | (146.6) | |
| Net amortization of: | | | | | | |
| Prior service costs (benefits) | | 5.3 | | | 5.0 | | | 4.2 | |
| | | | | | |
| Plan net actuarial (gains) losses | | 43.7 | | | 54.3 | | | 51.3 | |
| Net periodic pension benefit cost | | 70.0 | | | 113.5 | | | 93.6 | |
| Net curtailment, settlement, and special termination benefits (gains) losses | | (1.8) | | | 4.5 | | | 2.3 | |
| Net periodic pension benefit cost after net curtailment and settlement (gains) losses | | $ | 68.2 | | | $ | 118.0 | | | $ | 95.9 | |
| Amounts recorded in continuing operations: | | | | | | |
| Operating income | | $ | 51.7 | | | $ | 58.8 | | | $ | 61.0 | |
| Other income/(expense), net | | 11.7 | | | 31.8 | | | 14.2 | |
| Amounts recorded in discontinued operations | | 4.8 | | | 27.4 | | | 20.7 | |
| Total | | $ | 68.2 | | | $ | 118.0 | | | $ | 95.9 | |
Net periodic pensionPension benefit cost for 20202021 is projected to be approximately $89$51 million. The amounts expected to be recognized in net periodic pension benefit cost during 2020 for prior service cost and plan net actuarial losses are approximately $5 million and $47 million, respectively.
Weighted-average assumptions used to determine net periodic pension cost for the years ended December 31 arewere as follows:
|
| | | | | | | | | |
| | | 2019 | | 2018 | | 2017 |
| Discount rate: | | | | | | |
| U.S. plans | | | | | | |
| Service cost | | 4.24 | % | | 3.70 | % | | 4.18 | % |
| Interest cost | | 3.88 | % | | 3.24 | % | | 3.36 | % |
| Non-U.S. plans | |
|
| |
|
| |
|
|
| Service cost | | 2.81 | % | | 2.52 | % | | 2.66 | % |
| Interest cost | | 2.83 | % | | 2.46 | % | | 2.50 | % |
| Rate of compensation increase: | | | | | | |
| U.S. plans | | 4.00 | % | | 4.00 | % | | 4.00 | % |
| Non-U.S. plans | | 4.00 | % | | 4.00 | % | | 4.00 | % |
| Expected return on plan assets: | | | | | | |
| U.S. plans | | 5.75 | % | | 5.50 | % | | 5.50 | % |
| Non-U.S. plans | | 3.25 | % | | 3.25 | % | | 3.25 | % |
| | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 | | 2018 |
| Discount rate: | | | | | | |
| U.S. plans | | | | | | |
| Service cost | | 3.36 | % | | 4.24 | % | | 3.70 | % |
| | | | | | |
| Interest cost | | 2.78 | % | | 3.88 | % | | 3.24 | % |
| Non-U.S. plans | | | | | | |
| Service cost | | 1.87 | % | | 2.81 | % | | 2.52 | % |
| Interest cost | | 1.51 | % | | 2.83 | % | | 2.46 | % |
| Rate of compensation increase: | | | | | | |
| U.S. plans | | 4.00 | % | | 4.00 | % | | 4.00 | % |
| Non-U.S. plans | | 3.75 | % | | 4.00 | % | | 4.00 | % |
| Expected return on plan assets: | | | | | | |
| U.S. plans | | 4.75 | % | | 5.75 | % | | 5.50 | % |
| Non-U.S. plans | | 2.75 | % | | 3.25 | % | | 3.25 | % |
The expected long-term rate of return on plan assets reflects the average rate of returns expected on the funds invested or to be invested to provide for the benefits included in the projected benefit obligation. The expected long-term rate of return on plan assets is based on what is achievable given the plan’s investment policy, the types of assets held and target asset allocations. The expected long-term rate of return is determined as of the measurement date. The Company reviews each plan and its historical returns and target asset allocations to determine the appropriate expected long-term rate of return on plan assets to be used.
The Company's objective in managing its defined benefit plan assets is to ensure that all present and future benefit obligations are met as they come due. It seeks to achieve this goal while trying to mitigate volatility in plan funded status, contribution, and expense by better matching the characteristics of the plan assets to that of the plan liabilities. The Company utilizes a dynamic approach to asset allocation whereby a plan's allocation to fixed income assets increases as the plan's funded status improves. The Company monitors plan funded status and asset allocation regularly in addition to investment manager performance.
The fair values of the Company’s pension plan assets at December 31, 2020 by asset category were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair value measurements | | Net asset value | | Total
fair value |
| In millions | | Level 1 | | Level 2 | | Level 3 | | |
| Cash and cash equivalents | | $ | 3.1 | | | $ | 34.2 | | | $ | 0 | | | $ | 0 | | | $ | 37.3 | |
| Equity investments: | | | | | | | | | | |
| Registered mutual funds – equity specialty | | 0 | | | 0 | | | 0 | | | 65.1 | | | 65.1 | |
| Commingled funds – equity specialty | | 0 | | | 0 | | | 0 | | | 622.0 | | | 622.0 | |
| | 0 | | | 0 | | | 0 | | | 687.1 | | | 687.1 | |
| Fixed income investments: | | | | | | | | | | |
| U.S. government and agency obligations | | 0 | | | 504.7 | | | 0 | | | 0 | | | 504.7 | |
Corporate and non-U.S. bonds(a) | | 0 | | | 1,424.2 | | | 0 | | | 0 | | | 1,424.2 | |
| Asset-backed and mortgage-backed securities | | 0 | | | 48.4 | | | 0 | | | 0 | | | 48.4 | |
| Registered mutual funds – fixed income specialty | | 0 | | | 0 | | | 0 | | | 118.3 | | | 118.3 | |
| Commingled funds – fixed income specialty | | 0 | | | 0 | | | 0 | | | 153.3 | | | 153.3 | |
Other fixed income(b) | | 0 | | | 0 | | | 28.3 | | | 0 | | | 28.3 | |
| | 0 | | | 1,977.3 | | | 28.3 | | | 271.6 | | | 2,277.2 | |
| Derivatives | | 0 | | | 0.3 | | | 0 | | | 0 | | | 0.3 | |
Real estate(c) | | 0 | | | 0 | | | 2.8 | | | 0 | | | 2.8 | |
Other(d) | | 0 | | | 0 | | | 112.3 | | | 0 | | | 112.3 | |
| Total assets at fair value | | $ | 3.1 | | | $ | 2,011.8 | | | $ | 143.4 | | | $ | 958.7 | | | $ | 3,117.0 | |
| Receivables and payables, net | | | | | | | | | | (2.4) | |
| Net assets available for benefits | | | | | | | | | | $ | 3,114.6 | |
The fair values of the Company’s pension plan assets at December 31, 2019 by asset category arewere as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair value measurements | | Net asset value | | Total
fair value |
| In millions | | Level 1 | | Level 2 | | Level 3 | |
| Cash and cash equivalents | | $ | 7.0 | | | $ | 26.3 | | | $ | 0 | | | $ | 0 | | | $ | 33.3 | |
| Equity investments: | | | | | | | | | | |
| Registered mutual funds – equity specialty | | 0 | | | 0 | | | 0 | | | 61.5 | | | 61.5 | |
| Commingled funds – equity specialty | | 0 | | | 0 | | | 0 | | | 665.2 | | | 665.2 | |
| | 0 | | | 0 | | | 0 | | | 726.7 | | | 726.7 | |
| Fixed income investments: | | | | | | | | | | |
| U.S. government and agency obligations | | 0 | | | 528.5 | | | 0 | | | 0 | | | 528.5 | |
Corporate and non-U.S. bonds(a) | | 0 | | | 1,393.0 | | | 0.4 | | | 0 | | | 1,393.4 | |
| Asset-backed and mortgage-backed securities | | 0 | | | 70.9 | | | 0 | | | 0 | | | 70.9 | |
| Registered mutual funds – fixed income specialty | | 0 | | | 0 | | | 0 | | | 103.3 | | | 103.3 | |
| Commingled funds – fixed income specialty | | 0 | | | 0 | | | 0 | | | 127.6 | | | 127.6 | |
Other fixed income(b) | | 0 | | | 0 | | | 26.0 | | | 0 | | | 26.0 | |
| | 0 | | | 1,992.4 | | | 26.4 | | | 230.9 | | | 2,249.7 | |
| Derivatives | | 0 | | | 0.4 | | | 0 | | | 0 | | | 0.4 | |
Real estate(c) | | 0 | | | 0 | | | 3.4 | | | 0 | | | 3.4 | |
Other(d) | | 0 | | | 0 | | | 114.1 | | | 0 | | | 114.1 | |
| Total assets at fair value | | $ | 7.0 | | | $ | 2,019.1 | | | $ | 143.9 | | | $ | 957.6 | | | $ | 3,127.6 | |
| Receivables and payables, net | | | | | | | | | | 9.2 | |
| Net assets available for benefits | | | | | | | | | | $ | 3,136.8 | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | Fair value measurements | | Net asset value | | Total fair value |
| In millions | | Level 1 | | Level 2 | | Level 3 | | |
| Cash and cash equivalents | | $ | 7.0 |
| | $ | 26.3 |
| | $ | — |
| | $ | — |
| | $ | 33.3 |
|
| Equity investments: | | | | | | | | | | |
| Registered mutual funds – equity specialty | | — |
| | — |
| | — |
| | 61.5 |
| | 61.5 |
|
| Commingled funds – equity specialty | | — |
| | — |
| | — |
| | 665.2 |
| | 665.2 |
|
| | | — |
| | — |
| | — |
| | 726.7 |
| | 726.7 |
|
| Fixed income investments: | | | | | | | | | | |
| U.S. government and agency obligations | | — |
| | 528.5 |
| | — |
| | — |
| | 528.5 |
|
Corporate and non-U.S. bonds(a) | | — |
| | 1,393.0 |
| | 0.4 |
| | — |
| | 1,393.4 |
|
| Asset-backed and mortgage-backed securities | | — |
| | 70.9 |
| | — |
| | — |
| | 70.9 |
|
| Registered mutual funds – fixed income specialty | | — |
| | — |
| | — |
| | 103.3 |
| | 103.3 |
|
| Commingled funds – fixed income specialty | | — |
| | — |
| | — |
| | 127.6 |
| | 127.6 |
|
Other fixed income(b) | | — |
| | — |
| | 26.0 |
| | — |
| | 26.0 |
|
| | | — |
| | 1,992.4 |
| | 26.4 |
| | 230.9 |
| | 2,249.7 |
|
| Derivatives | | — |
| | 0.4 |
| | — |
| | — |
| | 0.4 |
|
Real estate(c) | | — |
| | — |
| | 3.4 |
| | — |
| | 3.4 |
|
Other(d) | | — |
| | — |
| | 114.1 |
| | — |
| | 114.1 |
|
| Total assets at fair value | | $ | 7.0 |
| | $ | 2,019.1 |
| | $ | 143.9 |
| | $ | 957.6 |
| | $ | 3,127.6 |
|
| Receivables and payables, net | | | | | | | | | | 9.2 |
|
| Net assets available for benefits | | | | | | | | | | $ | 3,136.8 |
|
(b)This class includes group annuity and guaranteed interest contracts.
(c)This class includes a private equity fund that invests in real estate.
(d)This investment comprises the Company's non-significant, non-US pension plan assets. It primarily includes insurance contracts.
|
| | | | | | | | | | | | | | | | | | | | |
| | | Fair value measurements | | Net asset value | | Total fair value |
| In millions | | Level 1 | | Level 2 | | Level 3 | |
| Cash and cash equivalents | | $ | 4.0 |
| | $ | 26.8 |
| | $ | — |
| | $ | — |
| | $ | 30.8 |
|
| Equity investments: | | | | | | | | | | |
| Registered mutual funds – equity specialty | | — |
| | — |
| | — |
| | 51.1 |
| | 51.1 |
|
| Commingled funds – equity specialty | | — |
| | — |
| | — |
| | 520.7 |
| | 520.7 |
|
| | | — |
| | — |
| | — |
| | 571.8 |
| | 571.8 |
|
| Fixed income investments: | | | | | | | | | | |
| U.S. government and agency obligations | | — |
| | 476.2 |
| | — |
| | — |
| | 476.2 |
|
Corporate and non-U.S. bonds(a) | | — |
| | 1,225.8 |
| | — |
| | — |
| | 1,225.8 |
|
| Asset-backed and mortgage-backed securities | | — |
| | 67.3 |
| | — |
| | — |
| | 67.3 |
|
| Registered mutual funds – fixed income specialty | | — |
| | — |
| | — |
| | 135.1 |
| | 135.1 |
|
| Commingled funds – fixed income specialty | | — |
| | — |
| | — |
| | 117.7 |
| | 117.7 |
|
Other fixed income(b) | | — |
| | — |
| | 24.8 |
| | — |
| | 24.8 |
|
| | | — |
| | 1,769.3 |
| | 24.8 |
| | 252.8 |
| | 2,046.9 |
|
| Derivatives | | — |
| | (0.4 | ) | | — |
| | — |
| | (0.4 | ) |
Real estate(c) | | — |
| | — |
| | 4.1 |
| | — |
| | 4.1 |
|
Other(d) | | — |
| | — |
| | 101.6 |
| | — |
| | 101.6 |
|
| Total assets at fair value | | $ | 4.0 |
| | $ | 1,795.7 |
| | $ | 130.5 |
| | $ | 824.6 |
| | $ | 2,754.8 |
|
| Receivables and payables, net | | | | | | | | | | 12.1 |
|
| Net assets available for benefits | | | | | | | | | | $ | 2,766.9 |
|
| |
(a) | This class includes state and municipal bonds. |
| |
(b) | This class includes group annuity and guaranteed interest contracts. |
| |
(c) | This class includes a private equity fund that invests in real estate. |
| |
(d) | This investment comprises the Company's non-significant, non-US pension plan assets. It primarily includes insurance contracts. |
Cash equivalents are valued using a market approach with inputs including quoted market prices for either identical or similar instruments. Fixed income securities are valued through a market approach with inputs including, but not limited to, benchmark yields, reported trades, broker quotes and issuer spreads. Commingled funds are valued at their daily net asset value (NAV) per share or the equivalent. NAV per share or the equivalent is used for fair value purposes as a practical expedient. NAVs are calculated by the investment manager or sponsor of the fund. Private real estate fund values are reported by the fund manager and are based on valuation or appraisal of the underlying investments. Refer to Note 10, "Fair Value Measurements" for additional information related to the fair value hierarchy defined by ASC 820. There have been no significant transfers between levels of the fair value hierarchy.
The Company made required and discretionary contributions to its pension plans of $83.1$99.7 million in 2019, $86.92020, $83.1 million in 2018,2019, and $101.4$86.9 million in 20172018 and currently projects that it will contribute approximately $90$56 million to its plans worldwide in 2021. The contribution in 2020. included $24.4 million to fund Ingersoll Rand Industrial plans prior to the completion of the Transaction. The Company’s policy allows it to fund an amount, which could be in excess of or less than the pension cost expensed, subject to the limitations imposed by current tax regulations. However, the Company anticipates funding the plans in 20202021 in accordance with contributions required by funding regulations or the laws of each jurisdiction.
Most of the Company’s U.S. employees are covered by defined contribution plans. Employer contributions are determined based on criteria specific to the individual plans and amounted to approximately $111.0 million, $140.2 million $131.9and $131.9 million, in 2020, 2019 and $118.7 million in 2019, 2018, and 2017, respectively. The Company’s contributions relating to non-U.S. defined contribution plans and other non-U.S. benefit plans were $19.2 million, $56.7 million $52.0and $52.0 million in 2020, 2019 and $47.7 million in 2019, 2018, and 2017, respectively.
Multiemployer Pension Plans
The Company also participates in a number of multiemployer defined benefit pension plans related to collectively bargained U.S. employees of Trane. The Company's contributions, and the administration of the fixed retirement payments, are determined by the terms of the related collective-bargaining agreements. These multiemployer plans pose different risks to the Company than single-employer plans, including:
| |
1. | The Company's contributions to multiemployer plans may be used to provide benefits to all participating employees of the program, including employees of other employers. |
| |
2. | In the event that another participating employer ceases contributions to a plan, the Company may be responsible for any unfunded obligations along with the remaining participating employers. |
| |
3. | If the Company chooses to withdraw from any of the multiemployer plans, the Company may be required to pay a withdrawal liability, based on the underfunded status of the plan. |
1.The Company's contributions to multiemployer plans may be used to provide benefits to all participating employees of the program, including employees of other employers.
2.In the event that another participating employer ceases contributions to a plan, the Company may be responsible for any unfunded obligations along with the remaining participating employers.
3.If the Company chooses to withdraw from any of the multiemployer plans, the Company may be required to pay a withdrawal liability, based on the underfunded status of the plan.
As of December 31, 2019,2020, the Company does not participate in any plans that are individually significant, nor is the Company an individually significant participant to any of these plans. Total contributions to multiemployer plans for the years ended December 31 were as follows:
|
| | | | | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Total contributions | | $ | 10.4 |
| | $ | 9.8 |
| | $ | 9.0 |
|
Contributions to these plans may increase in the event that any of these plans are underfunded.
Postretirement Benefits Other Than Pensions
The Company sponsors several postretirement plans that provide for healthcare benefits, and in some instances, life insurance benefits that cover certain eligible employees. These plans are unfunded and have no plan assets, but are instead funded by the Company on a pay-as-you-go basis in the form of direct benefit payments. Generally, postretirement health benefits are contributory with contributions adjusted annually. Life insurance plans for retirees are primarily noncontributory.
The following table details changes in the Company’s postretirement plan benefit obligations for the years ended December 31:
| | | In millions | | 2019 | | 2018 | In millions | | 2020 | | 2019 |
| | Benefit obligation at beginning of year | | $ | 442.7 |
| | $ | 528.0 |
| Benefit obligation at beginning of year | | $ | 428.8 | | | $ | 442.7 | |
| Service cost | | 2.6 |
| | 2.8 |
| Service cost | | 2.4 | | | 2.6 | |
| Interest cost | | 14.8 |
| | 14.4 |
| Interest cost | | 9.7 | | | 14.8 | |
| Plan participants’ contributions | | 7.7 |
| | 9.1 |
| Plan participants’ contributions | | 8.2 | | | 7.7 | |
Actuarial (gains) losses | | 6.7 |
| | (60.4 | ) | | 9.3 | | | 6.7 | |
Benefits paid, net of Medicare Part D subsidy (1)(2) | | (45.6 | ) | | (50.2 | ) | | (39.9) | | | (45.6) | |
| | Impact of the Transaction | | Impact of the Transaction | | (28.7) | | | 0 | |
| Other | | (0.1 | ) | | (1.0 | ) | Other | | (0.7) | | | (0.1) | |
| Benefit obligations at end of year | | $ | 428.8 |
| | $ | 442.7 |
| Benefit obligations at end of year | | $ | 389.1 | | | $ | 428.8 | |
(1) Net actuarial losses primarily resulted from losses driven by changes in discount rates offset by gains driven by changes in per capita cost assumptions.
(2) Amounts are net of Medicare Part D subsidy of $0.7 million and $0.8 million in 2020 and $0.9 million in 2019, and 2018, respectivelyrespectively.
The benefit plan obligations are reflected in the Consolidated Balance Sheets as follows:
|
| | | | | | | | |
| In millions | | December 31, 2019 | | December 31, 2018 |
| Accrued compensation and benefits | | $ | (41.0 | ) | | $ | (45.1 | ) |
| Postemployment and other benefit liabilities | | (387.8 | ) | | (397.6 | ) |
| Total | | $ | (428.8 | ) | | $ | (442.7 | ) |
| | | | | | | | | | | | | | |
| In millions | | December 31, 2020 | | December 31, 2019 |
| | | | |
| | | | |
| Accrued compensation and benefits | | $ | (37.1) | | | $ | (38.3) | |
| Postemployment and other benefit liabilities | | (352.0) | | | (361.3) | |
| Liabilities held-for-sale | | 0 | | | (29.2) | |
| Total | | $ | (389.1) | | | $ | (428.8) | |
The pre-tax amounts recognized in Accumulated other comprehensive income (loss) were as follows:
|
| | | | | | | | | | | | |
| In millions | | Prior service benefit (cost) | | Net actuarial gains (losses) | | Total |
| Balance at December 31, 2018 | | $ | 0.3 |
| | $ | 90.4 |
| | $ | 90.7 |
|
| Gain (loss) in current period | | — |
| | (6.7 | ) | | (6.7 | ) |
| Amortization reclassified to earnings | | (0.3 | ) | | (10.9 | ) | | (11.2 | ) |
| Balance at December 31, 2019 | | $ | — |
| | $ | 72.8 |
| | $ | 72.8 |
|
| | | | | | | | | | | | |
| In millions | | | | Net actuarial gains (losses) | | |
| Balance at December 31, 2019 | | | | $ | 72.8 | | | |
| Gain (loss) in current period | | | | (9.3) | | | |
| Amortization reclassified to earnings | | | | (5.6) | | | |
| Impact of the Transaction | | | | (5.5) | | | |
| Balance at December 31, 2020 | | | | $ | 52.4 | | | |
The components of net periodic postretirement benefit (income) cost for the years ended December 31 were as follows:
|
| | | | | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Service cost | | $ | 2.6 |
| | $ | 2.8 |
| | $ | 3.1 |
|
| Interest cost | | 14.8 |
| | 14.4 |
| | 15.7 |
|
| Net amortization of: | | | | | | |
| Prior service costs (benefits) | | (0.3 | ) | | (3.8 | ) | | (8.6 | ) |
| Net actuarial (gains) losses | | (10.9 | ) | | (1.0 | ) | | 0.1 |
|
| Net periodic postretirement benefit cost | | $ | 6.2 |
| | $ | 12.4 |
| | $ | 10.3 |
|
| Amounts recorded in continuing operations: | |
|
| |
|
| |
|
|
| Operating income | | $ | 2.6 |
| | $ | 2.8 |
| | $ | 3.1 |
|
| Other income/(expense), net | | 3.2 |
| | 7.3 |
| | 5.6 |
|
| Amounts recorded in discontinued operations | | 0.4 |
| | 2.3 |
| | 1.6 |
|
| Total | | $ | 6.2 |
| | $ | 12.4 |
| | $ | 10.3 |
|
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Service cost | | $ | 2.4 | | | $ | 2.6 | | | $ | 2.8 | |
| Interest cost | | 9.7 | | | 14.8 | | | 14.4 | |
| Net amortization of: | | | | | | |
| Prior service costs (benefits) | | 0 | | | (0.3) | | | (3.8) | |
| Net actuarial (gains) losses | | (5.6) | | | (10.9) | | | (1.0) | |
| Net periodic postretirement benefit cost | | $ | 6.5 | | | $ | 6.2 | | | $ | 12.4 | |
| | | | | | |
| | | | | | |
| Amounts recorded in continuing operations: | | 0 | | 0 | | 0 |
| Operating income | | $ | 2.4 | | | $ | 2.5 | | | $ | 2.8 | |
| Other income/(expense), net | | 3.0 | | | 3.1 | | | 6.9 | |
| Amounts recorded in discontinued operations | | 1.1 | | | 0.6 | | | 2.7 | |
| Total | | $ | 6.5 | | | $ | 6.2 | | | $ | 12.4 | |
Postretirement cost for 20202021 is projected to be approximately $8 million.$6 million. The amount expected to be recognized in net periodic postretirement benefits cost in 20202021 for net actuarial gains is approximately $5$2 million.
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31 arewere as follows: |
| | | | | | | | | |
| | | 2019 | | 2018 | | 2017 |
| Discount rate: | | | | | | |
| Benefit obligations at December 31 | | 2.99 | % | | 4.05 | % | | 3.38 | % |
| Net periodic benefit cost | | | | | | |
| Service cost | | 4.13 | % | | 3.47 | % | | 3.82 | % |
| Interest cost | | 3.67 | % | | 2.94 | % | | 2.99 | % |
| Assumed health-care cost trend rates at December 31: | | | | | | |
| Current year medical inflation | | 6.75 | % | | 6.45 | % | | 6.85 | % |
| Ultimate inflation rate | | 4.75 | % | | 5.00 | % | | 5.00 | % |
| Year that the rate reaches the ultimate trend rate | | 2028 |
| | 2023 |
| | 2023 |
|
A 1% change in the assumed medical trend rate would have the following effects as of and for the year ended December 31, 2019:
|
| | | | | | | | |
| In millions | | 1% Increase | | 1% Decrease |
| Effect on total of service and interest cost components of current year benefit cost | | $ | 0.5 |
| | $ | (0.4 | ) |
| Effect on benefit obligation at year-end | | 11.8 |
| | (10.6 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 | | 2018 |
| Discount rate: | | | | | | |
| Benefit obligations at December 31 | | 2.25 | % | | 2.99 | % | | 4.05 | % |
| Net periodic benefit cost | | | | | | |
| Service cost | | 3.18 | % | | 4.13 | % | | 3.47 | % |
| | | | | | |
| Interest cost | | 2.73 | % | | 3.67 | % | | 2.94 | % |
| Assumed health-care cost trend rates at December 31: | | | | | | |
| Current year medical inflation | | 6.50 | % | | 6.75 | % | | 6.45 | % |
| Ultimate inflation rate | | 4.75 | % | | 4.75 | % | | 5.00 | % |
| Year that the rate reaches the ultimate trend rate | | 2028 | | 2028 | | 2023 |
Benefit payments for postretirement benefits, which are net of expected plan participant contributions and Medicare Part D subsidy, are expected to be paid as follows:
|
| | | |
| In millions | |
| 2020 | $ | 41.9 |
|
| 2021 | 41.5 |
|
| 2022 | 39.5 |
|
| 2023 | 37.1 |
|
| 2024 | 35.0 |
|
| 2025 — 2029 | 142.7 |
|
| | | | | |
| In millions | |
| 2021 | $ | 37.1 | |
| 2022 | 35.8 | |
| 2023 | 33.7 | |
| 2024 | 31.7 | |
| 2025 | 29.9 | |
| 2026 — 2030 | 121.7 | |
NOTE 13. REVENUE
The Company recognizes revenue when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. A majority of the Company's revenues are recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract. However, a portion of the Company's revenues are recognized over time as the customer simultaneously receives control as the Company performs work under a contract. For these arrangements, the cost-to-cost input method is used as it best depicts the transfer of control to the customer that occurs as the Company incurs costs.
Performance Obligations
A performance obligation is a distinct good, service or a bundle of goods and services promised in a contract. The Company identifies performance obligations at the inception of a contract and allocates the transaction price to individual performance obligations to faithfully depict the Company’s performance in transferring control of the promised goods or services to the customer.
The following are the primary performance obligations identified by the Company:
Equipment and parts. The Company principally generates revenue from the sale of equipment and parts to customers and recognizes revenue at a point in time when control transfers to the customer. Transfer of control is generally determined based on the shipping terms of the contract. However, certain transactions within the Industrial segment include contracts to design, deliver and build highly engineered or customized equipment which have no alternative use for the Company in the event the customer cancels the contract. In addition, the Company has the right to payment for performance completed to date. As a result, revenues related to these contracts are recognized over time with progress towards completion measured using an input method as the basis to recognize revenue and an estimated profit. To-date efforts for work performed corresponds with and faithfully depicts transfer of control to the customer.
Contracting and Installation. The Company enters into various construction-type contracts to design, deliver and build integrated solutions to meet customer specifications. These transactions primarily included within the Climate segment, provide services that range from the development and installation of new HVAC systems to the design and integration of critical building systems to optimize energy efficiency and overall performance. These contracts have a typical term of less than one year and are considered a single performance obligation as multiple combined goods and services promised in the contract represent a single output delivered to the customer. Revenues associated with contracting and installation contracts are recognized over time with progress towards completion measured using an input method as the basis to recognize revenue and an estimated profit. To-date efforts for work performed corresponds with and faithfully depicts transfer of control to the customer.
Services and Maintenance. The Company provides various levels of preventative and/or repair and maintenance type service agreements for its customers. The typical length of a contract is 12 months but can be as long as 60 months. Revenues associated with these performance obligations are primarily recognized over time on a straight-line basis over the life of the
contract as the customer simultaneously receives and consumes the benefit provided by the Company. However, if historical evidence indicates that the cost of providing these services on a straight-line basis is not appropriate, revenue is recognized over the contract period in proportion to the costs expected to be incurred while performing the service. Certain repair services do not meet the definition of over time revenue recognition as the Company does not transfer control to the customer until the service is completed. As a result, revenue related to these services is recognized at a point in time.
Extended warranties. The Company enters into various warranty contracts with customers related to its products. A standard warranty generally warrants that a product is free from defects in workmanship and materials under normal use and conditions for a certain period of time. The Company’s standard warranty is not considered a distinct performance obligation as it does not provide services to customers beyond assurance that the covered product is free of initial defects. An extended warranty provides a customer with additional time that the Company is liable for covered incidents associated with its products. Extended warranties are purchased separately and can last up to five years. As a result, they are considered separate performance obligations for the Company. Revenue associated with these performance obligations are primarily recognized over time on a straight-line basis over the life of the contract as the customer simultaneously receives and consumes the benefit provided by the Company. However, if historical evidence indicates that the cost of providing these services on a straight-line basis is not appropriate, revenue is recognized over the contract period in proportion to the costs expected to be incurred while performing the service. Refer to Note 22, "Commitments and Contingencies," for more information related to product warranties.
The transaction price allocated to performance obligations reflects the Company’s expectations about the consideration it will be entitled to receive from a customer. To determine the transaction price, variable and noncash consideration are assessed as well as whether a significant financing component exists. The Company includes variable consideration in the estimated transaction price when it is probable that significant reversal of revenue recognized would not occur when the uncertainty associated with variable consideration is subsequently resolved. The Company considers historical data in determining its best estimates of variable consideration, and the related accruals are recorded using the expected value method. The Company has performance guarantees related to energy savings contracts that are provided under the maintenance portion of contracting and installation agreements extending from 2020-2047.2021-2047. These performance guarantees represent variable consideration and are estimated as part of the overall transaction price. The Company has not recognized any significant adjustments to the transaction price due to variable consideration.
The Company enters into sales arrangements that contain multiple goods and services, such as equipment, installation and extended warranties. For these arrangements, each good or service is evaluated to determine whether it represents a distinct performance obligation and whether the sales price for each obligation is representative of standalone selling price. If available, the Company utilizes observable prices for goods or services sold separately to similar customers in similar circumstances to evaluate relative standalone selling price. List prices are used if they are determined to be representative of standalone selling prices. Where necessary, the Company ensures that the total transaction price is then allocated to the distinct performance obligations based on the determination of their relative standalone selling price at the inception of the arrangement.
The Company recognizes revenue for delivered goods or services when the delivered good or service is distinct, control of the good or service has transferred to the customer, and only customary refund or return rights related to the goods or services exist. The Company excludes from revenues taxes it collects from a customer that are assessed by a government authority.
Disaggregated Revenue
A summary of Net revenues by destination for the year ended at December 31 is as follows:
|
| | | | | | | |
| In millions | 2019 | | 2018 |
| Climate | | | |
| United States | $ | 9,143.5 |
| | $ | 8,285.4 |
|
| Non-U.S. | 3,932.4 |
| | 4,058.4 |
|
| Total Climate | $ | 13,075.9 |
| | $ | 12,343.8 |
|
| Industrial | | | |
| United States | $ | 1,811.4 |
| | $ | 1,763.6 |
|
| Non-U.S. | 1,711.6 |
| | 1,560.8 |
|
| Total Industrial | $ | 3,523.0 |
| | $ | 3,324.4 |
|
A summary of Net revenues bygeography and major type of good or service for the year ended at December 31 iswere as follows:
|
| | | | | | | |
| In millions | 2019 | | 2018 |
| Climate | | | |
| Equipment | $ | 8,968.1 |
| | $ | 8,425.6 |
|
| Services and parts | 4,107.8 |
| | 3,918.2 |
|
| Total Climate | $ | 13,075.9 |
| | $ | 12,343.8 |
|
| Industrial | | | |
| Equipment | $ | 2,171.4 |
| | $ | 2,023.3 |
|
| Services and parts | 1,351.6 |
| | 1,301.1 |
|
| Total Industrial | $ | 3,523.0 |
| | $ | 3,324.4 |
|
| | | | | | | | | | | | | | | | | |
| In millions | 2020 | | 2019 | | 2018 |
| Americas | | | | | |
| Equipment | $ | 6,479.0 | | | $ | 6,880.4 | | | $ | 6,236.6 | |
| Services and parts | 3,206.9 | | | 3,179.1 | | | 2,982.8 | |
| Total Americas | $ | 9,685.9 | | | $ | 10,059.5 | | | $ | 9,219.4 | |
| EMEA | | | | | |
| Equipment | $ | 1,119.9 | | | $ | 1,208.0 | | | $ | 1,271.7 | |
| Services and parts | 528.2 | | | 554.6 | | | 559.4 | |
| Total EMEA | $ | 1,648.1 | | | $ | 1,762.6 | | | $ | 1,831.1 | |
| Asia Pacific | | | | | |
| Equipment | $ | 773.6 | | | $ | 879.7 | | | $ | 917.3 | |
| Services and parts | 347.1 | | | 374.1 | | | 376.0 | |
| Total Asia Pacific | $ | 1,120.7 | | | $ | 1,253.8 | | | $ | 1,293.3 | |
| | | | | |
| Total Net revenues | $ | 12,454.7 | | | $ | 13,075.9 | | | $ | 12,343.8 | |
Revenue from goods and services transferred to customers at a point in time accounted for approximately 85%81%, 82% and 84%82% of the Company's revenue for the years ended December 31, 2020, 2019 and 2018, respectively.
Contract Balances
The opening and closing balances of contract assets and contract liabilities arising from contracts with customers for the period ended December 31, 20192020 and December 31, 20182019 were as follows:
| | | In millions | 2019 | | 2018 | In millions | 2020 | | 2019 |
| | Contract assets | $ | 190.2 |
| | $ | 210.9 |
| Contract assets | $ | 255.4 | | | $ | 172.6 | |
| Contract liabilities | 1,042.9 |
| | 846.2 |
| Contract liabilities | 1,077.0 | | | 941.9 | |
The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets, and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheet. In general, the Company receives payments from customers based on a billing schedule established in its contracts. Contract assets relate to the conditional right to consideration for any completed performance under the contract when costs are incurred in excess of billings under the percentage-of-completion methodology. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities relate to payments received in advance of performance under the contract or when the Company has a right to consideration that is unconditional before it transfers a good or service to the customer. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. During the years ended December 31, 20192020 and 2018,2019, changes in contract asset and liability balances were not materially impacted by any other factors.
Approximately 58%55% of the contract liability balance at December 31, 20182019 was recognized as revenue during the year ended December 31, 2019.2020. Additionally, approximately 32%40% of the contract liability balance at December 31, 20192020 was classified as noncurrent and not expected to be recognized as revenue in the next 12 months.
NOTE 14. EQUITY
The authorized share capital of Ingersoll RandTrane Technologies plc is 1,185,040,000 shares, consisting of (1) 1,175,000,000 ordinary shares, par value $1.00 per share, (2) 40,000 ordinary shares, par value EUR 1.00 and (3) 10,000,000 preference shares, par value $0.001 per share. There were no0 preference shares or Euro-denominated ordinary shares outstanding at December 31, 20192020 or 2018.2019.
The changes in ordinary shares and treasury shares for the year ended December 31, 2019 are2020 were as follows:
|
| | | | | |
| In millions | Ordinary shares issued | | Ordinary shares held in treasury |
| December 31, 2018 | 266.4 |
| | 24.5 |
|
| Shares issued under incentive plans | 2.8 |
| | — |
|
| Repurchase of ordinary shares | (6.4 | ) | | — |
|
| December 31, 2019 | 262.8 |
| | 24.5 |
|
| | | | | | | | | | | |
| In millions | Ordinary shares issued | | Ordinary shares held in treasury |
| December 31, 2019 | 262.8 | | | 24.5 | |
| Shares issued under incentive plans | 2.3 | | | 0 | |
| Repurchase of ordinary shares | (1.8) | | | 0 | |
| December 31, 2020 | 263.3 | | | 24.5 | |
Share repurchases are made from time to time in accordance with management's capital allocation strategy, subject to market conditions and regulatory requirements. Shares acquired and canceled upon repurchase are accounted for as a reduction of Ordinary Shares and Capital in excess of par value, or Retained earnings to the extent Capital in excess of par value is exhausted. Shares acquired and held in treasury are presented separately on the balance sheet as a reduction to Equity and recognized at cost. In February 2017, the Company's Board of Directors authorized the repurchase of up to $1.5 billion of its ordinary shares under a share repurchase program (the 2017 Authorization) upon completion of the prior authorized share repurchase program. Repurchases under the 2017 Authorization began in May 2017 and ended in December 2018, completing the program.
In October 2018, the Company's Board of Directors authorized the repurchase of up to $1.5 billion of its ordinary shares under a share repurchase program (2018 Authorization) upon completion of the 2017 Authorization. Noprior authorized share repurchase program. NaN material amounts were repurchased under this program in 2018. During the year ended December 31, 2019, the Company repurchased and canceled approximately $750 million of its ordinary shares leaving approximately $750 million remaining under the 2018 Authorization. During the year ended December 31, 2020, the Company repurchased and canceled approximately $250 million of our ordinary shares leaving approximately $500 million remaining under the 2018 Authorization. Additionally, through February 9, 2021, we repurchased approximately $100 million of our ordinary shares under the 2018 Authorization. In February 2021, our Board of Directors authorized the repurchase of up to $2.0 billion of our ordinary shares under a new share repurchase program (2021 Authorization) upon completion of the 2018 Authorization.
Accumulated Other Comprehensive Income (Loss)
The changes in Accumulated other comprehensive income (loss) arewere as follows:
|
| | | | | | | | | | | | | | | | |
| In millions | | Derivative Instruments | | Pension and OPEB Items | | Foreign Currency Translation | | Total |
| December 31, 2017 | | $ | 4.7 |
| | $ | (494.3 | ) | | $ | (289.2 | ) | | $ | (778.8 | ) |
| Other comprehensive income (loss) attributable to Ingersoll-Rand plc | | 2.0 |
| | 40.3 |
| | (227.6 | ) | | (185.3 | ) |
| December 31, 2018 | | $ | 6.7 |
| | $ | (454.0 | ) | | $ | (516.8 | ) | | $ | (964.1 | ) |
| Other comprehensive income (loss) attributable to Ingersoll-Rand plc | | (1.1 | ) | | (3.4 | ) | | (38.0 | ) | | (42.5 | ) |
| December 31, 2019 | | $ | 5.6 |
| | $ | (457.4 | ) | | $ | (554.8 | ) | | $ | (1,006.6 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | | Derivative Instruments | | Pension and OPEB Items | | Foreign Currency Translation | | Total |
| December 31, 2018 | | $ | 6.7 | | | $ | (454.0) | | | $ | (516.8) | | | $ | (964.1) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Other comprehensive income (loss) attributable to Trane Technologies plc | | (1.1) | | | (3.4) | | | (38.0) | | | (42.5) | |
| December 31, 2019 | | $ | 5.6 | | | $ | (457.4) | | | $ | (554.8) | | | $ | (1,006.6) | |
| | | | | | | | |
| | | | | | | | |
| Separation of Ingersoll Rand Industrial, net of tax | | 0 | | | 64.8 | | | 70.2 | | | 135.0 | |
| | | | | | | | |
| Other comprehensive income (loss) attributable to Trane Technologies plc | | 5.2 | | | (23.9) | | | 258.8 | | | 240.1 | |
| December 31, 2020 | | $ | 10.8 | | | $ | (416.5) | | | $ | (225.8) | | | $ | (631.5) | |
The amounts of Other comprehensive income (loss) attributable to noncontrolling interests for 2020, 2019 and 2018 and 2017 were $2.7 million, $0.9 million $(3.0) million and $0.5$(3.0) million, respectively, related to currency translation.
NOTE 15. SHARE-BASED COMPENSATION
The Company accounts for stock-based compensation plans in accordance with ASC 718, "Compensation - Stock Compensation" (ASC 718), which requires a fair-value based method for measuring the value of stock-based compensation. Fair value is measured once at the date of grant and is not adjusted for subsequent changes. The Company’s share-based compensation plans include programs for stock options, restricted stock units (RSUs), performance share units (PSUs), and deferred compensation. Under the Company's incentive stock plan, the total number of ordinary shares authorized by the shareholders is 23.0 million, of which 19.115.7 million remains available as of December 31, 20192020 for future incentive awards.
In connection with the completion of the Transaction, the provisions of the Company's existing share-based compensation plans required adjustment to the terms of outstanding awards in order to preserve the intrinsic value of the awards immediately before and after the separation. The outstanding awards will continue to vest over the original vesting period, which is generally three years from the grant date.
The stock awards held as of February 29, 2020 were adjusted as follows:
•Vested stock options - Outstanding stock options that were vested and exercisable at the time of the Transaction were converted into vested and exercisable stock options of the Company. The number of underlying shares and exercise price for each award was adjusted to preserve the overall intrinsic value of the awards immediately prior to the Transaction.
•Unvested stock options - Unvested stock options held at the time of the Transaction were converted into stock options of the participants employer following the separation. The number of underlying shares and exercise price for each award was adjusted to preserve the overall intrinsic value of the awards immediately prior to the Transaction.
•Restricted stock units - Outstanding RSUs held at the time of the Transaction were converted into RSUs of the participants employer following the separation. The number of underlying shares was adjusted to preserve the overall intrinsic value of the awards immediately prior to the Transaction.
•Performance share units - Active and outstanding PSU awards held at the time of the Transaction were converted into active and outstanding PSUs of the Company. Post-transaction, the Company's employees will continue to participate in the plan at target levels with payout based on actual performance at the end of the respective three-year performance period for each award. Post-transaction, Ingersoll Rand Industrial employees will continue to participate in the plan with the target number of PSUs prorated based on the portion of the performance cycle completed as of the transaction date with payout based on actual performance at the end of the respective three year performance period for each award. The number of underlying shares was adjusted to preserve the overall intrinsic value of the awards immediately prior to the Transaction.
Per ASC 718, an adjustment to the terms of a stock-based compensation award to preserve its value after an equity restructuring may result in significant incremental compensation cost if there was no requirement to make such an adjustment based on the awards existing terms. The Company reviewed the provisions of its existing share-based compensation plans and determined the Transaction required modification to the terms of outstanding awards. As a result, the Company incurred less than $0.1 million of incremental compensation costs at the date of the Transaction.
Compensation Expense
Share-based compensation expense related to continuing operations is included in Selling and administrative expenses. The following table summarizes the expenses recognized:
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Stock options | | $ | 17.9 | | | $ | 20.2 | | | $ | 23.5 | |
| RSUs | | 23.3 | | | 26.5 | | | 30.4 | |
| PSUs | | 26.7 | | | 17.9 | | | 23.0 | |
| Deferred compensation | | 3.9 | | | 3.1 | | | 3.4 | |
Other (1) | | 3.3 | | | 3.5 | | | 0.5 | |
| Pre-tax expense | | 75.1 | | | 71.2 | | | 80.8 | |
| Tax benefit | | (18.2) | | | (17.3) | | | (19.6) | |
| After-tax expense | | $ | 56.9 | | | $ | 53.9 | | | $ | 61.2 | |
| Amounts recorded in continuing operations | | 55.2 | | | 46.5 | | | 52.5 | |
| Amounts recorded in discontinued operations | | 1.7 | | | 7.4 | | | 8.7 | |
| Total | | $ | 56.9 | | | $ | 53.9 | | | $ | 61.2 | |
| | | | | | |
| | | | | | |
| | | | | | |
|
| | | | | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Stock options | | $ | 20.2 |
| | $ | 23.5 |
| | $ | 19.5 |
|
| RSUs | | 26.5 |
| | 30.4 |
| | 26.4 |
|
| PSUs | | 17.9 |
| | 23.0 |
| | 23.0 |
|
| Deferred compensation | | 3.1 |
| | 3.4 |
| | 3.1 |
|
| Other | | 3.5 |
| | 0.5 |
| | 1.6 |
|
| Pre-tax expense | | 71.2 |
| | 80.8 |
| | 73.6 |
|
| Tax benefit | | (17.3 | ) | | (19.6 | ) | | (28.2 | ) |
| After-tax expense | | $ | 53.9 |
| | $ | 61.2 |
| | $ | 45.4 |
|
Grants issued during the year ended December 31 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | | 2019 | | 2018 |
| Number Granted | | Weighted-average fair value per award | | Number Granted | | Weighted-average fair value per award | | Number Granted | | Weighted-average fair value per award |
| Stock options | 1,021,628 | | | $ | 16.75 | | | 1,286,857 | | | $ | 17.17 | | | 1,541,025 | | | $ | 15.51 | |
| RSUs | 213,142 | | | $ | 104.76 | | | 268,465 | | | $ | 102.98 | | | 327,411 | | | $ | 90.07 | |
Performance shares (1) | 278,468 | | | $ | 140.72 | | | 312,362 | | | $ | 111.12 | | | 363,342 | | | $ | 106.31 | |
|
| | | | | | | | | | | | | | | | | | | | |
| | 2019 | | 2018 | | 2017 |
| | Number Granted | | Weighted-average fair value per award | | Number Granted | | Weighted-average fair value per award | | Number Granted | | Weighted-average fair value per award |
| Stock options | 1,286,857 |
| | $ | 17.17 |
| | 1,541,025 |
| | $ | 15.51 |
| | 1,518,335 |
| | $ | 13.46 |
|
| RSUs | 268,465 |
| | $ | 102.98 |
| | 327,411 |
| | $ | 90.07 |
| | 372,443 |
| | $ | 81.09 |
|
Performance shares (1) | 312,362 |
| | $ | 111.12 |
| | 363,342 |
| | $ | 106.31 |
| | 419,404 |
| | $ | 93.68 |
|
(1) The number of performance shares represents the maximum award level.
Stock Options / RSUs
Eligible participants may receive (i) stock options, (ii) RSUs or (iii) a combination of both stock options and RSUs. The fair value of each of the Company’s stock option and RSU awards is expensed on a straight-line basis over the required service period, which is generally the 3-year3-year vesting period. However, for stock options and RSUs granted to retirement eligible employees, the Company recognizes expense for the fair value at the grant date.
The average fair value of the stock options granted is determined using the Black Scholes option pricing model. The following assumptions were used during the year ended December 31:
|
| | | | | | | | | |
| | | 2019 | | 2018 | | 2017 |
| Dividend yield | | 2.06 | % | | 2.00 | % | | 2.00 | % |
| Volatility | | 21.46 | % | | 21.64 | % | | 22.46 | % |
| Risk-free rate of return | | 2.46 | % | | 2.48 | % | | 1.80 | % |
| Expected life in years | | 4.8 |
| | 4.8 |
| | 4.8 |
|
| | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2019 | | 2018 |
| Dividend yield | | 2.01 | % | | 2.06 | % | | 2.00 | % |
| Volatility | | 24.33 | % | | 21.46 | % | | 21.64 | % |
| Risk-free rate of return | | 0.56 | % | | 2.46 | % | | 2.48 | % |
| Expected life in years | | 4.8 | | 4.8 | | 4.8 |
A description of the significant assumptions used to estimate the fair value of the stock option awards is as follows:
| |
• | •Volatility - The expected volatility is based on a weighted average of the Company’s implied volatility and the most recent historical volatility of the Company’s stock commensurate with the expected life. |
| |
• | Risk-free rate of return -The Company applies a yield curve of continuous risk-free rates based upon the published US Treasury spot rates on the grant date.
|
| |
• | Expected life - The expected life of the Company’s stock option awards represents the weighted-average of the actual period since the grant date for all exercised or canceled options and an expected period for all outstanding options.
|
| |
• | Dividend yield - The Company determines the dividend yield based upon the expected quarterly dividend payments as of the grant date and the current fair market value of the Company’s stock.
|
| |
• | Forfeiture Rate - The Company analyzes historical data of forfeited options to develop a reasonable expectation of the number of options to forfeit prior to vesting per year. This expected forfeiture rate is applied to the Company’s ongoing compensation expense; however, all expense is adjusted to reflect actual vestings and forfeitures.
|
•Risk-free rate of return -The Company applies a yield curve of continuous risk-free rates based upon the published US Treasury spot rates on the grant date.
•Expected life - The expected life of the Company’s stock option awards represents the weighted-average of the actual period since the grant date for all exercised or canceled options and an expected period for all outstanding options.
•Dividend yield - The Company determines the dividend yield based upon the expected quarterly dividend payments as of the grant date and the current fair market value of the Company’s stock.
•Forfeiture Rate - The Company analyzes historical data of forfeited options to develop a reasonable expectation of the number of options to forfeit prior to vesting per year. This expected forfeiture rate is applied to the Company’s ongoing compensation expense; however, all expense is adjusted to reflect actual vestings and forfeitures.
Changes in options outstanding under the plans for the years 2020, 2019, 2018 and 2017 are2018 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Shares
subject
to option | | Weighted-
average
exercise price | | Aggregate
intrinsic
value (millions) | | Weighted-
average
remaining life (years) |
| December 31, 2017 | | 6,354,882 | | | $ | 56.49 | | | | | |
| Granted | | 1,541,025 | | | 89.71 | | | | | |
| Exercised | | (1,515,955) | | | 45.44 | | | | | |
| Cancelled | | (94,601) | | | 79.53 | | | | | |
| December 31, 2018 | | 6,285,351 | | | 66.95 | | | | | |
| Granted | | 1,286,857 | | | 101.42 | | | | | |
| Exercised | | (2,076,338) | | | 56.17 | | | | | |
| Cancelled | | (76,624) | | | 92.38 | | | | | |
| December 31, 2019 | | 5,419,246 | | | 78.91 | | | | | |
| Granted | | 1,021,628 | | | 105.29 | | | | | |
| Exercised | | (1,767,782) | | | 58.27 | | | | | |
| Cancelled | | (49,539) | | | 88.12 | | | | | |
| Adjustment due to the Transaction | | 1,095,805 | | | n/a | | | | |
| Outstanding December 31, 2020 | | 5,719,358 | | | $ | 70.53 | | | $ | 426.9 | | | 6.2 |
| Exercisable December 31, 2020 | | 3,352,349 | | | $ | 58.77 | | | $ | 289.6 | | | 5.0 |
|
| | | | | | | | | | | | | |
| | | Shares subject to option | | Weighted- average exercise price | | Aggregate intrinsic value (millions) | | Weighted- average remaining life (years) |
| December 31, 2016 | | 6,846,895 |
| | $ | 47.81 |
| | | | |
| Granted | | 1,518,335 |
| | 80.27 |
| | | | |
| Exercised | | (1,789,615 | ) | | 42.79 |
| | | | |
| Cancelled | | (220,733 | ) | | 61.91 |
| | | | |
| December 31, 2017 | | 6,354,882 |
| | 56.49 |
| | | | |
| Granted | | 1,541,025 |
| | 89.71 |
| | | | |
| Exercised | | (1,515,955 | ) | | 45.44 |
| | | | |
| Cancelled | | (94,601 | ) | | 79.53 |
| | | | |
| December 31, 2018 | | 6,285,351 |
| | 66.95 |
| | | | |
| Granted | | 1,286,857 |
| | 101.42 |
| | | | |
| Exercised | | (2,076,338 | ) | | 56.17 |
| | | | |
| Cancelled | | (76,624 | ) | | 92.38 |
| | | | |
| Outstanding December 31, 2019 | | 5,419,246 |
| | $ | 78.91 |
| | $ | 292.7 |
| | 6.8 |
| Exercisable December 31, 2019 | | 2,689,923 |
| | $ | 64.22 |
| | $ | 184.8 |
| | 5.4 |
F-36
The following table summarizes information concerning currently outstanding and exercisable options:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Options outstanding | | Options exercisable |
Range of exercise price | | Number outstanding at December 31, 2019 | | Weighted- average remaining life (years) | | Weighted- average exercise price | | Number outstanding at December 31, 2019 | | Weighted- average remaining life (years) | | Weighted- average exercise price |
| $ | 20.01 |
| | — | | $ | 30.00 |
| | 42,296 |
| | 1.0 | | $ | 24.72 |
| | 42,296 |
| | 1.0 | | $ | 24.72 |
|
| 30.01 |
| | — | | 40.00 |
| | 140,778 |
| | 1.7 | | 34.07 |
| | 140,778 |
| | 1.7 | | 34.07 |
|
| 40.01 |
| | — | | 50.00 |
| | 820,185 |
| | 5.0 | | 48.46 |
| | 820,185 |
| | 5.0 | | 48.46 |
|
| 50.01 |
| | — | | 60.00 |
| | 291,706 |
| | 3.9 | | 59.41 |
| | 291,706 |
| | 3.9 | | 59.41 |
|
| 60.01 |
| | — | | 70.00 |
| | 417,212 |
| | 4.7 | | 66.99 |
| | 417,212 |
| | 4.7 | | 66.99 |
|
| 70.01 |
| | — | | 80.00 |
| | 14,031 |
| | 7.0 | | 75.67 |
| | — |
| | 0.0 | | — |
|
| 80.01 |
| | — | | 90.00 |
| | 1,228,171 |
| | 6.8 | | 80.84 |
| | 638,735 |
| | 6.6 | | 80.33 |
|
| 90.01 |
| | — | | 100.00 |
| | 1,242,338 |
| | 7.8 | | 90.12 |
| | 334,982 |
| | 7.8 | | 90.07 |
|
| 100.01 |
| | — | | 110.00 |
| | 1,193,089 |
| | 8.9 | | 101.29 |
| | 4,029 |
| | 7.9 | | 101.22 |
|
| 110.01 |
| | — | | 125.00 |
| | 29,440 |
| | 9.5 | | 122.34 |
| | — |
| | 0.0 | | — |
|
| $ | 24.23 |
| | — | | $ | 124.95 |
| | 5,419,246 |
| | 6.8 | | $ | 78.91 |
| | 2,689,923 |
| | 5.4 | | $ | 64.22 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Options outstanding | | Options exercisable |
Range of
exercise price | | Number
outstanding at
December 31,
2020 | | Weighted-
average
remaining
life (years) | | Weighted-
average
exercise
price | | Number
exercisable at
December 31,
2020 | | Weighted-
average
remaining
life (years) | | Weighted-
average
exercise
price |
| $ | 15.01 | | | — | | $ | 30.00 | | | 91,434 | | | 0.9 | | $ | 26.16 | | | 91,434 | | | 0.9 | | $ | 26.16 | |
| 30.01 | | | — | | 40.00 | | | 682,984 | | | 4.0 | | 37.95 | | | 682,984 | | | 4.0 | | 37.95 | |
| 40.01 | | | — | | 50.00 | | | 232,405 | | | 3.0 | | 46.56 | | | 232,405 | | | 3.0 | | 46.56 | |
| 50.01 | | | — | | 60.00 | | | 328,001 | | | 3.7 | | 52.28 | | | 328,001 | | | 3.7 | | 52.28 | |
| 60.01 | | | — | | 70.00 | | | 939,243 | | | 5.6 | | 63.19 | | | 776,864 | | | 5.2 | | 62.66 | |
| 70.01 | | | — | | 80.00 | | | 2,430,895 | | | 6.8 | | 74.53 | | | 1,207,923 | | | 6.4 | | 73.38 | |
| 80.01 | | | — | | 90.00 | | | 1,667 | | | 8.3 | | 86.31 | | | 555 | | | 8.3 | | 86.31 | |
| 90.01 | | | — | | 100.00 | | | 19,921 | | | 8.6 | | 94.50 | | | 1,369 | | | 8.7 | | 92.92 | |
| 100.01 | | | — | | 110.00 | | | 991,715 | | | 8.9 | | 105.25 | | | 30,814 | | | 3.5 | | 105.28 | |
| 110.01 | | | — | | 145.00 | | | 1,093 | | | 9.9 | | 144.34 | | | 0 | | | 0.0 | | 0 | |
| $ | 18.90 | | | — | | $ | 144.34 | | | 5,719,358 | | | 6.2 | | $ | 70.53 | | | 3,352,349 | | | 5.0 | | $ | 58.77 | |
At December 31, 2019,2020, there was $12.1$8.3 million of total unrecognized compensation cost from stock option arrangements granted under the plan, which is primarily related to unvested shares of non-retirement eligible employees. The aggregate intrinsic value of options exercised during the year ended December 31, 20192020 and 20182019 was $124.5$120.5 million and $74.1$124.5 million,, respectively. Generally, stock options expire ten years from their date of grant.
The following table summarizes RSU activity for the years 2020, 2019, 2018 and 2017:2018:
|
| | | | | | | |
| | | RSUs | | Weighted- average grant date fair value |
| Outstanding and unvested at December 31, 2016 | | 835,749 |
| | $ | 56.95 |
|
| Granted | | 372,443 |
| | 81.09 |
|
| Vested | | (370,397 | ) | | 58.56 |
|
| Cancelled | | (34,096 | ) | | 63.79 |
|
| Outstanding and unvested at December 31, 2017 | | 803,699 |
| | $ | 67.09 |
|
| Granted | | 327,411 |
| | 90.07 |
|
| Vested | | (389,285 | ) | | 64.88 |
|
| Cancelled | | (20,186 | ) | | 77.95 |
|
| Outstanding and unvested at December 31, 2018 | | 721,639 |
| | $ | 78.40 |
|
| Granted | | 268,465 |
| | 102.98 |
|
| Vested | | (364,817 | ) | | 70.26 |
|
| Cancelled | | (20,947 | ) | | 89.64 |
|
| Outstanding and unvested at December 31, 2019 | | 604,340 |
| | $ | 93.56 |
|
| | | | | | | | | | | | | | |
| | RSUs | | Weighted-
average grant
date fair value |
| Outstanding and unvested at December 31, 2017 | | 803,699 | | | $ | 67.09 | |
| Granted | | 327,411 | | | 90.07 | |
| Vested | | (389,285) | | | 64.88 | |
| Cancelled | | (20,186) | | | 77.95 | |
| Outstanding and unvested at December 31, 2018 | | 721,639 | | | $ | 78.40 | |
| Granted | | 268,465 | | | 102.98 | |
| Vested | | (364,817) | | | 70.26 | |
| Cancelled | | (20,947) | | | 89.64 | |
| Outstanding and unvested at December 31, 2019 | | 604,340 | | | $ | 93.56 | |
| Granted | | 213,142 | | | 104.76 | |
| Vested | | (338,952) | | | 86.62 | |
| Cancelled | | (11,356) | | | 84.38 | |
| Adjustment due to the Transaction | | 22,348 | | | n/a |
| Outstanding and unvested at December 31, 2020 | | 489,522 | | | $ | 87.75 | |
At December 31, 2019,2020, there was $16.3$11.5 million of total unrecognized compensation cost from RSU arrangements granted under the plan, which is related to unvested shares of non-retirement eligible employees.
Performance Shares
The Company has a Performance Share Program (PSP) for key employees. The program provides awards in the form of PSUs based on performance against pre-established objectives. The annual target award level is expressed as a number of the Company's ordinary shares based on the fair market value of the Company's stock on the date of grant. All PSUs are settled in the form of ordinary shares.
Beginning with the 2018 grant year, PSU awards are earned based 50% upon a performance condition, measured by relative Cash Flow Return on Invested Capital (CROIC) to the industrial group of companies in the S&P 500 Industrials Index over a 3-year performance period, and 50% upon a market condition, measured by the Company's relative total shareholder return (TSR) as compared to the TSR of the industrial group of companies in the S&P 500 Industrials Index over a 3-year performance period. The fair value of the market condition is estimated using a Monte
Carlo Simulation approach in a risk-neutral framework based upon historical volatility, risk-free rates and correlation matrix. Awards granted prior to 2018 were earned based 50% upon a performance condition, measured by relative earnings-per-share (EPS) growth to the industrial group of companies in the S&P 500 Index over a 3-year performance period, and 50% upon a market condition measured by the Company's relative TSR as compared to the TSR of the industrial group of companies in the S&P Index over a 3-year performance period.
The following table summarizes PSU activity for the maximum number of shares that may be issued for the years 2020, 2019, 2018 and 2017:2018:
|
| | | | | | | |
| | | PSUs | | Weighted-average grant date fair value |
| Outstanding and unvested at December 31, 2016 | | 1,423,796 |
| | $ | 65.34 |
|
| Granted | | 419,404 |
| | 93.68 |
|
| Vested | | (353,834 | ) | | 65.35 |
|
| Forfeited | | (124,830 | ) | | 73.40 |
|
| Outstanding and unvested at December 31, 2017 | | 1,364,536 |
| | $ | 73.31 |
|
| Granted | | 363,342 |
| | 106.31 |
|
| Vested | | (309,306 | ) | | 76.00 |
|
| Forfeited | | (172,408 | ) | | 90.89 |
|
| Outstanding and unvested at December 31, 2018 | | 1,246,164 |
| | $ | 79.83 |
|
| Granted | | 312,362 |
| | 111.12 |
|
| Vested | | (539,402 | ) | | 53.76 |
|
| Forfeited | | (34,194 | ) | | 106.14 |
|
| Outstanding and unvested at December 31, 2019 | | 984,930 |
| | $ | 103.12 |
|
| | | | | | | | | | | | | | |
| | PSUs | | Weighted-average grant date fair value |
| Outstanding and unvested at December 31, 2017 | | 1,364,536 | | | $ | 73.31 | |
| Granted | | 363,342 | | | 106.31 | |
| Vested | | (309,306) | | | 76.00 | |
| Forfeited | | (172,408) | | | 90.89 | |
| Outstanding and unvested at December 31, 2018 | | 1,246,164 | | | $ | 79.83 | |
| Granted | | 312,362 | | | 111.12 | |
| Vested | | (539,402) | | | 53.76 | |
| Forfeited | | (34,194) | | | 106.14 | |
| Outstanding and unvested at December 31, 2019 | | 984,930 | | | $ | 103.12 | |
| Granted | | 278,468 | | | 140.72 | |
| Vested | | (340,400) | | | 93.63 | |
| Forfeited | | (56,430) | | | 89.94 | |
| Adjustment due to the Transaction | | 151,904 | | | n/a |
| Outstanding and unvested at December 31, 2020 | | 1,018,472 | | | $ | 99.53 | |
At December 31, 2019,2020, there was $17.6$18.0 million of total unrecognized compensation cost from PSU arrangements based on current performance, which is related to unvested shares. This compensation will be recognized over the required service period, which is generally the three-year vesting period.
Deferred Compensation
The Company allows key employees to defer a portion of their eligible compensation into a number of investment choices, including its ordinary share equivalents. Any amounts invested in ordinary share equivalents will be settled in ordinary shares of the Company at the time of distribution.
NOTE 16. RESTRUCTURING ACTIVITIES
The Company incurs costs associated with restructuring initiatives intended to result in improved operating performance, profitability and working capital levels. Actions associated with these initiatives include workforce reduction, improving manufacturing productivity, realignment of management structures and rationalizing certain assets. Restructuring charges recorded during the years ended December 31 were as follows:
| | | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 | |
| Americas | | $ | 35.3 | | | $ | 39.0 | | | $ | 27.5 | | |
| EMEA | | 7.4 | | | 5.1 | | | 4.6 | | |
| Asia Pacific | | 5.1 | | | 6.7 | | | 2.0 | | |
| Corporate and Other | | 27.9 | | | 1.8 | | | 9.4 | | |
| Total | | $ | 75.7 | | | $ | 52.6 | | | $ | 43.5 | | |
| | | | | | | |
| Cost of goods sold | | $ | 24.1 | | | $ | 37.3 | | | $ | 25.2 | | |
| Selling and administrative expenses | | 51.6 | | | 15.3 | | | 18.3 | | |
| Total | | $ | 75.7 | | | $ | 52.6 | | | $ | 43.5 | | |
|
| | | | | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Climate | | $ | 50.8 |
| | $ | 34.1 |
| | $ | 42.3 |
|
| Industrial | | 37.5 |
| | 49.9 |
| | 14.5 |
|
| Corporate and Other | | 1.8 |
| | 9.4 |
| | 4.9 |
|
| Total | | $ | 90.1 |
| | $ | 93.4 |
| | $ | 61.7 |
|
| | | | | | | |
| Cost of goods sold | | $ | 72.7 |
| | $ | 72.3 |
| | $ | 46.8 |
|
| Selling and administrative expenses | | 17.4 |
| | 21.1 |
| | 14.9 |
|
| Total | | $ | 90.1 |
| | $ | 93.4 |
| | $ | 61.7 |
|
The changes in the restructuring reserve were as follows:
|
| | | | | | | | | | | | | | | | |
| In millions | | Climate | | Industrial | | Corporate and Other | | Total |
| December 31, 2017 | | $ | 7.4 |
| | $ | 6.1 |
| | $ | 2.5 |
| | $ | 16.0 |
|
Additions, net of reversals (1) | | 16.3 |
| | 49.9 |
| | 9.4 |
| | 75.6 |
|
| Cash paid/Other | | (4.8 | ) | | (26.1 | ) | | (9.3 | ) | | (40.2 | ) |
| December 31, 2018 | | 18.9 |
| | 29.9 |
| | 2.6 |
| | 51.4 |
|
Additions, net of reversals (2) | | 48.1 |
| | 20.7 |
| | 1.8 |
| | 70.6 |
|
| Cash paid/Other | | (43.2 | ) | | (39.1 | ) | | (2.8 | ) | | (85.1 | ) |
| December 31, 2019 | | $ | 23.8 |
| | $ | 11.5 |
| | $ | 1.6 |
| | $ | 36.9 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | | Americas | | | | EMEA | | Asia Pacific | | | | Corporate
and Other | | Total |
| December 31, 2018 | | $ | 15.3 | | | | | $ | 1.7 | | | $ | 1.9 | | | | | $ | 2.6 | | | $ | 21.5 | |
Additions, net of reversals (1) | | 36.3 | | | | | 5.1 | | | 6.7 | | | | | 1.8 | | | 49.9 | |
| Cash paid/Other | | (39.7) | | | | | (4.0) | | | 0.5 | | | | | (2.8) | | | (46.0) | |
| | | | | | | | | | | | | | |
| December 31, 2019 | | 11.9 | | | | | 2.8 | | | 9.1 | | | | | 1.6 | | | 25.4 | |
Additions, net of reversals (2) | | 31.3 | | | | | 7.4 | | | 5.1 | | | | | 27.9 | | | 71.7 | |
| Cash paid/Other | | (30.6) | | | | | (5.9) | | | (12.2) | | | | | (18.9) | | | (67.6) | |
| | | | | | | | | | | | | | |
| December 31, 2020 | | $ | 12.6 | | | | | $ | 4.3 | | | $ | 2.0 | | | | | $ | 10.6 | | | $ | 29.5 | |
(1) Excludes the non-cash costs of asset rationalizations ($12.32.7 million) and pension-related impacts ($5.5 million).
(2) Excludes the non-cash costs of asset rationalizations ($19.54.0 million).
Current restructuring actions include general workforce reductions as well as the closure and consolidation of certain manufacturing facilities in an effort to improve the Company's cost structure. During the year ended December 31, 2019,2020, costs associated with announced restructuring actions primarily included the following:
•costs related to the reorganization of resources and facilities in response to the completion of the Transaction and separation of Ingersoll Rand Industrial; and
•the plan to close a U.S. manufacturing facility within the Industrial segment and relocate production to other U.S. and Non-U.S. facilities announced in 2019; and
the plan to close two U.S. manufacturing facilities within the Climate segmentAmericas and relocate production to another existing U.S. facility announced in 2018.
Amounts recognized primarily relate to severance and exit costs. In addition, the Company also includes costs that are directly attributable to the restructuring activity but do not fall into the severance, exit or disposal categories. As of December 31, 2019,2020, the Company had $36.9$29.5 million accrued for costs associated with its ongoing restructuring actions, of which a majority is expected to be paid within one year. These actions primarily relate to workforce reduction benefits.
NOTE 17. OTHER INCOME/(EXPENSE), NET
The components of Other income/(expense), net for the years ended December 31, 2020, 2019 and 2018 and 2017 arewere as follows:
|
| | | | | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Interest income | | $ | 3.1 |
| | $ | 6.4 |
| | $ | 9.4 |
|
| Foreign currency exchange gain (loss) | | (12.3 | ) | | (17.6 | ) | | (8.8 | ) |
| Other components of net periodic benefit cost | | (39.3 | ) | | (21.9 | ) | | (31.0 | ) |
| Other activity, net | | 15.5 |
| | (3.3 | ) | | (1.2 | ) |
| Other income/(expense), net | | $ | (33.0 | ) | | $ | (36.4 | ) | | $ | (31.6 | ) |
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Interest income/(loss) | | $ | 4.5 | | | $ | 0.6 | | | $ | 2.4 | |
| Foreign currency exchange gain (loss) | | (10.0) | | | (9.5) | | | (12.8) | |
| Other components of net periodic benefit cost | | (14.7) | | | (34.9) | | | (21.1) | |
| | | | | | |
| Other activity, net | | 24.3 | | | 15.4 | | | (1.8) | |
| Other income/(expense), net | | $ | 4.1 | | | $ | (28.4) | | | $ | (33.3) | |
Other income /(expense), net includes the results from activities other than normal business operations such as interest income and foreign currency gains and losses on transactions that are denominated in a currency other than an entity’s functional currency. In addition, the Company includes the components of net periodic benefit cost for pension and post retirement obligations other than the service cost component. Other activity, net includes items associated with Trane U.S. Inc. forcertain legal matters as well as asbestos-related activities through the settlementPetition Date. During the year ended December 31, 2020, the Company recorded a $17.4 million adjustment to correct an overstatement of asbestos-related claims, insurance settlements on asbestos-related mattersa legacy legal liability that originated in prior years and a gain of $0.9 million related to the revaluationdeconsolidation of Murray and its liability for potential future claims and recoveries.wholly-owned subsidiary ClimateLabs within other activity, net. Refer to Note 22, "Commitments and Contingencies," for more information regarding asbestos-related matters.
NOTE 18. INCOME TAXES
Current and deferred provision for income taxes
Earnings before income taxes for the years ended December 31 were taxed within the following jurisdictions:
| | | | | | | | | | | | | | | | | |
| In millions | 2020 | | 2019 | | 2018 |
| United States | $ | 653.9 | | | $ | 837.4 | | | $ | 728.2 | |
| Non-U.S. | 634.3 | | | 561.5 | | | 529.6 | |
| Total | $ | 1,288.2 | | | $ | 1,398.9 | | | $ | 1,257.8 | |
|
| | | | | | | | | | | |
| In millions | 2019 | | 2018 | | 2017 |
United States (1) | $ | 960.6 |
| | $ | 971.6 |
| | $ | (17.6 | ) |
| Non-U.S. | 781.0 |
| | 688.7 |
| | 1,435.5 |
|
| Total | $ | 1,741.6 |
| | $ | 1,660.3 |
| | $ | 1,417.9 |
|
(1) Amount reported in 2017 includes the impact of a premium paid of approximately $520 million related to the early retirement of certain intercompany debt obligations
The components of the Provision for income taxes for the years ended December 31 were as follows:
|
| | | | | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Current tax expense (benefit): | | | | | | |
| United States | | $ | 203.4 |
| | $ | 231.9 |
| | $ | 102.2 |
|
| Non-U.S. | | 133.5 |
| | 193.2 |
| | 95.4 |
|
| Total: | | 336.9 |
| | 425.1 |
| | 197.6 |
|
| Deferred tax expense (benefit): | | | | | | |
| United States | | 35.7 |
| | (83.2 | ) | | (234.7 | ) |
| Non-U.S. | | (18.9 | ) | | (60.6 | ) | | 117.3 |
|
| Total: | | 16.8 |
| | (143.8 | ) | | (117.4 | ) |
| Total tax expense (benefit): | | | | | | |
| United States | | 239.1 |
| | 148.7 |
| | (132.5 | ) |
| Non-U.S. | | 114.6 |
| | 132.6 |
| | 212.7 |
|
| Total | | $ | 353.7 |
| | $ | 281.3 |
| | $ | 80.2 |
|
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Current tax expense (benefit): | | | | | | |
| United States | | $ | 168.3 | | | $ | 181.8 | | | $ | 201.0 | |
| Non-U.S. | | 106.3 | | | 77.4 | | | 131.7 | |
| Total: | | 274.6 | | | 259.2 | | | 332.7 | |
| Deferred tax expense (benefit): | | | | | | |
| United States | | 11.2 | | | 2.2 | | | (50.2) | |
| Non-U.S. | | 11.0 | | | (22.8) | | | (47.6) | |
| Total: | | 22.2 | | | (20.6) | | | (97.8) | |
| Total tax expense (benefit): | | | | | | |
| United States | | 179.5 | | | 184.0 | | | 150.8 | |
| Non-U.S. | | 117.3 | | | 54.6 | | | 84.1 | |
| Total | | $ | 296.8 | | | $ | 238.6 | | | $ | 234.9 | |
The Provision for income taxes differs from the amount of income taxes determined by applying the applicable U.S. statutory income tax rate to pretax income, as a result of the following differences:
| | | | | | | | | | | | | | | | | | | | |
| | | Percent of pretax income |
| | 2020 | | 2019 | | 2018 |
| Statutory U.S. rate | | 21.0 | % | | 21.0 | % | | 21.0 | % |
| Increase (decrease) in rates resulting from: | | | | | | |
| Non-U.S. tax rate differential | | (1.1) | | | (2.8) | | | (2.6) | |
Tax on U.S. subsidiaries on non-U.S. earnings (a) | | 0.3 | | | (0.2) | | | (0.6) | |
State and local income taxes (b) | | 4.3 | | | 3.0 | | | 2.1 | |
Valuation allowances (c) | | (1.1) | | | (2.9) | | | 0.7 | |
Change in permanent reinvestment assertion (a), (d) | | 0 | | | 0 | | | (3.1) | |
Transition tax (d) | | 0 | | | 0 | | | 2.0 | |
Remeasurement of deferred tax balances (d) | | 0 | | | 0 | | | 0.4 | |
| Stock based compensation | | (1.7) | | | (1.7) | | | (1.0) | |
| Expiration of carryforward tax attributes | | 1.1 | | | 0 | | | 0 | |
| Reserves for uncertain tax positions | | (0.1) | | | (0.5) | | | 0.5 | |
| Provision to return and other true-up adjustments | | (0.2) | | | 0.1 | | | (0.8) | |
| Other adjustments | | 0.5 | | | 1.1 | | | 0.1 | |
| Effective tax rate | | 23.0 | % | | 17.1 | % | | 18.7 | % |
|
| | | | | | | | | |
| | | Percent of pretax income |
| | | 2019 | | 2018 | | 2017 |
| Statutory U.S. rate | | 21.0 | % | | 21.0 | % | | 35.0 | % |
| Increase (decrease) in rates resulting from: | | | | | | |
Non-U.S. tax rate differential (a) | | (1.9 | ) | | (1.8 | ) | | (28.8 | ) |
Tax on U.S. subsidiaries on non-U.S. earnings (b) | | 1.1 |
| | 0.7 |
| | 0.8 |
|
State and local income taxes (c) | | 3.1 |
| | 0.1 |
| | 1.2 |
|
Valuation allowances (d) | | (2.4 | ) | | 0.7 |
| | 2.8 |
|
Change in permanent reinvestment assertion (b), (e) | | — |
| | (2.3 | ) | | 8.4 |
|
Transition tax (e) | | — |
| | 1.5 |
| | 11.3 |
|
Remeasurement of deferred tax balances (e) | | — |
| | 0.3 |
| | (21.2 | ) |
| Stock based compensation | | (1.5 | ) | | (0.9 | ) | | (1.7 | ) |
| Foreign derived intangible income | | (0.7 | ) | | (1.1 | ) | | — |
|
| Reserves for uncertain tax positions | | (0.3 | ) | | (0.8 | ) | | (0.9 | ) |
| Provision to return and other true-up adjustments | | 0.1 |
| | (0.7 | ) | | (1.7 | ) |
| Other adjustments | | 1.8 |
| | 0.2 |
| | 0.5 |
|
| Effective tax rate | | 20.3 | % | | 16.9 | % | | 5.7 | % |
| |
(a) | Amount reported in 2017 includes the impact of a premium paid of approximately $520 million related to the early retirement of certain intercompany debt obligations |
| |
(b) | Net of foreign tax credits |
| |
(c) | Net of changes in state valuation allowances |
| |
(d) | Primarily federal and non-U.S., excludes state valuation allowances |
| |
(e) | Provisional amounts reported under SAB 118 were finalized in 2018 |
(b)Net of changes in state valuation allowances
(c)Primarily federal and non-U.S., excludes state valuation allowances
(d)Provisional amounts reported under SAB 118 were finalized in 2018
Tax incentives, in the form of tax holidays, have been granted to the Company in certain jurisdictions to encourage industrial development. The expiration of these tax holidays varies by country. The tax holidays are conditional on the Company meeting certain employment and investment thresholds. The most significant tax holidays relate to the Company’s qualifying locations in China, Puerto Rico Panama and Singapore.Panama. The benefit for the tax holidays for the years ended December 31, 2020, 2019 and 2018 and 2017 was $33.1$24.6 million, $25.4$28.3 million and $19.7$21.3 million, respectively.
Deferred tax assets and liabilities
A summary of the deferred tax accounts at December 31 arewere as follows:
|
| | | | | | | | |
| In millions | | 2019 | | 2018 |
| Deferred tax assets: | | | | |
| Inventory and accounts receivable | | $ | 17.7 |
| | $ | 20.3 |
|
| Fixed assets and intangibles | | 35.3 |
| | 39.2 |
|
| Operating lease liabilities | | 140.2 |
| | — |
|
| Postemployment and other benefit liabilities | | 392.5 |
| | 386.1 |
|
| Product liability | | 70.0 |
| | 95.1 |
|
| Other reserves and accruals | | 157.1 |
| | 147.6 |
|
| Net operating losses and credit carryforwards | | 659.2 |
| | 589.9 |
|
| Other | | 40.6 |
| | 34.9 |
|
| Gross deferred tax assets | | 1,512.6 |
| | 1,313.1 |
|
| Less: deferred tax valuation allowances | | (373.7 | ) | | (332.2 | ) |
| Deferred tax assets net of valuation allowances | | $ | 1,138.9 |
| | $ | 980.9 |
|
| Deferred tax liabilities: | | | | |
| Inventory and accounts receivable | | $ | (20.0 | ) | | $ | (18.6 | ) |
| Fixed assets and intangibles | | (1,358.3 | ) | | (1,220.9 | ) |
| Operating lease right-of-use assets | | (140.2 | ) | | — |
|
| Postemployment and other benefit liabilities | | (11.0 | ) | | (9.7 | ) |
| Other reserves and accruals | | (12.5 | ) | | (11.8 | ) |
| Product liability | | — |
| | (1.2 | ) |
| Undistributed earnings of foreign subsidiaries | | (39.3 | ) | | (39.5 | ) |
| Other | | (22.2 | ) | | (10.6 | ) |
| Gross deferred tax liabilities | | (1,603.5 | ) | | (1,312.3 | ) |
| Net deferred tax assets (liabilities) | | $ | (464.6 | ) | | $ | (331.4 | ) |
| | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 |
| Deferred tax assets: | | | | |
| Inventory and accounts receivable | | $ | 11.7 | | | $ | 13.3 | |
| Fixed assets and intangibles | | 9.5 | | | 9.7 | |
| Operating lease liabilities | | 101.0 | | | 117.6 | |
| Postemployment and other benefit liabilities | | 323.5 | | | 340.6 | |
| Product liability | | 4.8 | | | 68.9 | |
| Funding liability | | 71.8 | | | 0 | |
| Other reserves and accruals | | 164.8 | | | 143.6 | |
| Net operating losses and credit carryforwards | | 509.0 | | | 562.6 | |
| Other | | 58.5 | | | 33.6 | |
| Gross deferred tax assets | | 1,254.6 | | | 1,289.9 | |
| Less: deferred tax valuation allowances | | (320.5) | | | (309.4) | |
| Deferred tax assets net of valuation allowances | | $ | 934.1 | | | $ | 980.5 | |
| Deferred tax liabilities: | | | | |
| Inventory and accounts receivable | | $ | (22.3) | | | $ | (25.3) | |
| Fixed assets and intangibles | | (1,186.0) | | | (1,184.7) | |
| Operating lease right-of-use assets | | (99.5) | | | (117.6) | |
| Postemployment and other benefit liabilities | | (14.1) | | | (10.9) | |
| Other reserves and accruals | | (7.2) | | | (12.4) | |
| Product liability | | (0.2) | | | (0.7) | |
| Undistributed earnings of foreign subsidiaries | | (22.4) | | | (22.1) | |
| Other | | (3.2) | | | (18.7) | |
| Gross deferred tax liabilities | | (1,354.9) | | | (1,392.4) | |
| Net deferred tax assets (liabilities) | | $ | (420.8) | | | $ | (411.9) | |
At December 31, 2019,2020, no deferred taxes have been provided for earnings of certain of the Company’s subsidiaries, since these earnings have been, and under current plans will continue to be permanently reinvested in these subsidiaries. These earnings amount to approximately $4.4$1.6 billion which if distributed would result in additional taxes, which may be payable upon distribution, of approximately $400.0$260.0 million.
At December 31, 2019,2020, the Company had the following operating loss, capital loss and tax credit carryforwards available to offset taxable income in prior and future years:
|
| | | | | | |
| In millions | | Amount | | Expiration Period |
| U.S. Federal net operating loss carryforwards | | $ | 766.2 |
| | 2020-2038 |
| U.S. Federal credit carryforwards | | 140.6 |
| | 2022-2028 |
| U.S. Capital loss carryforwards | | 36.3 |
| | Unlimited |
| U.S. State net operating loss carryforwards | | 3,119.7 |
| | 2020-Unlimited |
| U.S. State credit carryforwards | | 35.2 |
| | 2020-Unlimited |
| Non-U.S. net operating loss carryforwards | | 865.8 |
| | 2020-Unlimited |
| Non-U.S. credit carryforwards | | 7.7 |
| | Unlimited |
| | | | | | | | | | | | | | |
| In millions | | Amount | | Expiration
Period |
| U.S. Federal net operating loss carryforwards | | $ | 611.8 | | | 2021-2036 |
| U.S. Federal credit carryforwards | | 138.6 | | | 2022-2030 |
| | | | |
| U.S. State net operating loss carryforwards | | 2,898.4 | | | 2021-Unlimited |
| U.S. State credit carryforwards | | 31.7 | | | 2021-Unlimited |
| Non-U.S. net operating loss carryforwards | | 490.8 | | | 2021-Unlimited |
| Non-U.S. credit carryforwards | | 9.3 | | | Unlimited |
The U.S. state net operating loss carryforwards were incurred in various jurisdictions. The non-U.S. net operating loss carryforwards were incurred in various jurisdictions, predominantly in Belgium, Brazil, China, India, Luxembourg, Spain and the United Kingdom.
Activity associated with the Company’s valuation allowance is as follows:
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Beginning balance | | $ | 309.4 | | | $ | 310.3 | | | $ | 320.6 | |
| Increase to valuation allowance | | 38.9 | | | 44.0 | | | 54.6 | |
| Decrease to valuation allowance | | (22.8) | | | (43.6) | | | (52.8) | |
| Other deductions | | (0.1) | | | 0 | | | 0 | |
| Write off against valuation allowance | | (3.7) | | | 0 | | | (4.6) | |
| | | | | | |
| Accumulated other comprehensive income (loss) | | (1.2) | | | (1.3) | | | (7.5) | |
| Ending balance | | $ | 320.5 | | | $ | 309.4 | | | $ | 310.3 | |
|
| | | | | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Beginning balance | | $ | 332.2 |
| | $ | 344.6 |
| | $ | 184.5 |
|
| Increase to valuation allowance | | 46.0 |
| | 54.9 |
| | 176.5 |
|
| Decrease to valuation allowance | | (56.8 | ) | | (55.1 | ) | | (19.1 | ) |
| Write off against valuation allowance | | — |
| | (4.6 | ) | | — |
|
| Acquisition and purchase accounting | | 53.3 |
| | — |
| | — |
|
| Accumulated other comprehensive income (loss) | | (1.0 | ) | | (7.6 | ) | | 2.7 |
|
| Ending balance | | $ | 373.7 |
| | $ | 332.2 |
| | $ | 344.6 |
|
During 2019, the Company recorded a $50.5$43.6 million reduction in valuation allowance on deferred tax assets primarily related to non-U.S. net operating losses. In addition, the Company recorded a $19.3 million increase in a valuation allowance for certain state net deferred tax assets as a result of revised projections of future state taxable income during the carryforward period. In addition, the Company recorded a $53.3 million valuation allowance in acquisition accounting related to deferred tax assets acquired in the PFS acquisition, primarily related to foreign tax credits, capital loss carryforwards and non-U.S. net operating loss carryforwards.
During 2018, the Company recorded a net addition to the valuation allowance related to excess foreign tax credits in the amount of $17.3 million. In addition, the Company recorded a $35$35.0 million reduction in a valuation allowance for certain state net deferred tax assets primarily the result of revised projections of future state taxable income during the carryforward period.
During 2017, the Company recorded a valuation allowance of approximately $30 million on certain net deferred tax assets in Brazil that were no longer expected to be realized. In addition, the Company recorded a valuation allowance of approximately $100 million related to excess foreign tax credits generated as a result of the Tax Cuts and Jobs Act (the Act).
Unrecognized tax benefits
The Company has total unrecognized tax benefits of $78.2$65.4 million and $83.0$63.7 million as of December 31, 2019,2020, and December 31, 2018,2019, respectively. The amount of unrecognized tax benefits that, if recognized, would affect the continuing operations effective tax rate are $54.1$36.8 million as of December 31, 2019.2020. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
| | | | | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Beginning balance | | $ | 83.0 |
| | $ | 120.5 |
| | $ | 107.1 |
|
| Additions based on tax positions related to the current year | | 4.1 |
| | 3.4 |
| | 6.2 |
|
| Additions based on tax positions related to prior years | | 10.0 |
| | 23.5 |
| | 16.8 |
|
| Reductions based on tax positions related to prior years | | (14.0 | ) | | (47.2 | ) | | (8.6 | ) |
| Reductions related to settlements with tax authorities | | (0.9 | ) | | (14.2 | ) | | (4.8 | ) |
| Reductions related to lapses of statute of limitations | | (2.9 | ) | | (0.9 | ) | | (1.3 | ) |
| Translation (gain) loss | | (1.1 | ) | | (2.1 | ) | | 5.1 |
|
| Ending balance | | $ | 78.2 |
| | $ | 83.0 |
| | $ | 120.5 |
|
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Beginning balance | | $ | 63.7 | | | $ | 68.7 | | | $ | 108.4 | |
| Additions based on tax positions related to the current year | | 1.0 | | | 1.2 | | | 1.1 | |
| | | | | | |
| Additions based on tax positions related to prior years | | 2.1 | | | 9.3 | | | 23.0 | |
| Reductions based on tax positions related to prior years | | (1.5) | | | (13.1) | | | (47.3) | |
| Reductions related to settlements with tax authorities | | (0.7) | | | (0.9) | | | (14.2) | |
| Reductions related to lapses of statute of limitations | | (1.7) | | | (0.6) | | | (0.6) | |
| Translation (gain) loss | | 2.5 | | | (0.9) | | | (1.7) | |
| Ending balance | | $ | 65.4 | | | $ | 63.7 | | | $ | 68.7 | |
The Company records interest and penalties associated with the uncertain tax positions within its Provision for income taxes. The Company had reserves associated with interest and penalties, net of tax, of $16.9$14.6 million and $20.7$16.0 million at December 31, 20192020 and December 31, 2018,2019, respectively. For the year ended December 31, 20192020 and December 31, 2018,2019, the Company recognized a $1.0$0.1 million tax expense and a $13.4$0.7 million tax benefit, respectively, in interest and penalties, net of tax in continuing operations related to these uncertain tax positions.
The total amount of unrecognized tax benefits relating to the Company's tax positions is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statutes of limitations. Although the outcomes and timing of such events are highly uncertain, it is reasonably possible that the balance of gross unrecognized tax benefits, excluding interest and penalties, could potentially be reduced by up to approximately $4.4$4.7 million during the next 12 months.
The provision for income taxes involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which the Company operates. Future changes in applicable laws, projected levels of taxable income and tax planning could change the effective tax rate and tax balances recorded by the Company. In addition, tax authorities
periodically review income tax returns filed by the Company and can raise issues regarding its filing positions, timing and amount of income or deductions, and the allocation of income among the jurisdictions in which the Company operates. A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an
issue raised by a revenue authority with respect to that return. In the normal course of business the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Brazil, Canada, China, France, Germany, Ireland, Italy, Mexico, Spain, the Netherlands, the United Kingdom and the United States. These examinations on their own, or any subsequent litigation related to the examinations, may result in additional taxes or penalties against the Company. If the ultimate result of these audits differ from original or adjusted estimates, they could have a material impact on the Company’s tax provision. In general, the examination of the Company’s material tax returns are complete or effectively settled for the years prior to 2011, with certain matters prior to 2011 being resolved through appeals and litigation and also unilateral procedures as provided for under double tax treaties.
Tax CutsIn connection with the Transaction, the Company and Job Act
In December 2017,Gardner Denver entered into a tax sharing agreement for the U.S. enactedallocation of taxes. The Company has an indemnity payable to Gardner Denver, included within other non-current liabilities, in the Act which made widespread changes to the Internal Revenue Code. The Act, among other things, reduced the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a transition tax on earningsamount of certain foreign subsidiaries that were previously not subject to U.S.$13.5 million of tax and creates new income taxes on certain foreign sourced earnings. The SEC issued Staff Accounting Bulletin No. 118 (SAB 118) which provided guidance on accounting for the tax effects of the Act and allowed for adjustments to provisional amounts during a measurement period of up to one year. In accordance with SAB 118, we made reasonable estimatesinterest primarily related to (1) the remeasurement of U.S. deferredopen audit years in non-U.S. tax balances for the reduction in the tax rate (2) the liability for the transition tax and (3) the taxes accrued relating to the change in permanent reinvestment assertion for unremitted earnings of certain foreign subsidiaries. As a result, we recognized a net provisional income tax benefit of $21.0 million associated with these items in the fourth quarter of 2017. We completed the accounting for the income tax effects of the Act during 2018 and recorded $9.0 million of net measurement period adjustments as a component of Provision for income taxes during the year to increase the net provisional income tax benefit recorded as of December 31, 2017.jurisdictions.
A reconciliation of the provisional amounts reported to the final tax effect of the Act is as follows:
|
| | | | | | | | | | | |
| In millions | 2017 Provisional Amounts Reported | | 2018 Measurement Period Adjustments | | Final Tax Effects of the Act |
| Remeasurement of deferred tax balances | $ | (300.6 | ) | | $ | 4.8 |
| | $ | (295.8 | ) |
| Transition tax | 160.7 |
| | 24.6 |
| | 185.3 |
|
| Change in permanent reinvestment assertion | 118.9 |
| | (38.4 | ) | | 80.5 |
|
| Income tax benefit, net | $ | (21.0 | ) | | $ | (9.0 | ) | | $ | (30.0 | ) |
NOTE 19. ACQUISITIONS AND DIVESTITURES
Acquisitions and Equity Method Investments
During 2019, the Company acquired several businesses that complement existing products and services. Primary activity during 2019 related to the acquisition of PFS, reported within the Industrial segment. On May 15, 2019, the Company acquired all the outstanding capital stock of PFS, a manufacturer of precision flow control equipment including precision dosing pumps and controls that serve the global water, oil and gas, agriculture, industrial and specialty market segments. Total cash paid, net of cash acquired, was approximately $1.46 billion. In addition, the Company acquired an independent dealer to support the ongoing strategy to expand our distribution network as well as other businesses that strengthen the Company's product portfolios, reported within the Climate segment.
The aggregate cash paid for all acquisitions in 2019, net of cash acquired, totaled $1.54 billion and was financed through a combination of the issuance of senior notes and cash on hand. Refer to Note 8, "Debt and Credit Facilities" for more information regarding financing. Acquisitions are recorded using the acquisition method of accounting in accordance with ASC 805, "Business Combinations" (ASC 805). As a result, the aggregate purchase price has been allocated to assets acquired and liabilities assumed based on the estimate of fair market value of such assets and liabilities at the date of acquisition. The valuation of intangible assets are determined using an income approach methodology.
During 2020, the Company acquired independent dealers, reported within the Americas segment, to support the Company's ongoing strategy to expand its distribution network and service area. The aggregate cash paid, net of cash acquired, totaled $182.8 million and was financed through cash on hand. Intangible assets associated with these acquisitions totaled $687.7$78.9 million and primarily relate to trademarks and customer relationships. The excess purchase price over the estimated fair value of net assets acquired was recognized as goodwill and totaled $846.6$130.1 million.
The preliminary allocation of the purchase price and related measurement period adjustments related to the PFS acquisition were as follows:
|
| | | | | | | | | | | |
| In millions | Preliminary May 15, 2019 | | Measurement Period Adjustments | | As Adjusted May 15, 2019 |
| Current assets | $ | 124.8 |
| | $ | (0.9 | ) | | $ | 123.9 |
|
| Intangibles | 662.2 |
| | — |
| | 662.2 |
|
| Goodwill | 888.0 |
| | (86.7 | ) | | 801.3 |
|
| Other noncurrent assets | 48.4 |
| | (1.9 | ) | | 46.5 |
|
| Accounts payable, accrued expenses and other liabilities | (72.3 | ) | | 2.3 |
| | (70.0 | ) |
| Noncurrent deferred tax liabilities | (195.9 | ) | | 88.3 |
| | (107.6 | ) |
| Total purchase price, net of cash acquired | $ | 1,455.2 |
| | $ | 1.1 |
| | $ | 1,456.3 |
|
Accounts receivable and current liabilities were stated at their historical carrying values, which approximates fair value given the short-term nature of these assets and liabilities. The estimate of fair value for inventory and property, plant and equipment are based on an assessment of the acquired assets condition as well as an evaluation of current market value of such assets. Measurement period adjustments primarily relate to changes in estimated deferred taxes as additional information was obtained during the measurement period, including assessment of realizability of certain acquired deferred tax assets and tax rates applicable to non-US intangible assets.
The Company recorded intangible assets based on their preliminary estimate of fair value, which consisted of the following:
|
| | | | | |
| In millions | Weighted-average useful life (in years) | | May 15,
2019 |
| Customer relationships | 14 | | $ | 457.6 |
|
| Trade names | Indefinite | | 168.2 |
|
| Other | 7 | | 36.4 |
|
| Total | | | $ | 662.2 |
|
The valuation of intangible assets was determined using an income approach methodology. The fair values of the customer relationship intangible assets were determined using the multi-period excess earnings method based on discounted projected net cash flows associated with the net earnings attributable to the acquired customer relationships. These projected cash flows are estimated over the remaining economic life of the intangible asset and are considered from a market participant perspective. Key assumptions used in estimating future cash flows included projected revenue growth rates and customer attrition rates. The projected future cash flows are discounted to present value using an appropriate discount rate. The fair valuescustomer relationships had a weighted-average useful life of 16 years.
During 2019, the trade name intangibleCompany acquired several businesses including independent dealers to support its ongoing strategy to expand its distribution network and service area as well as other businesses that strengthen the Company's product portfolios. The aggregate cash paid, net of cash acquired, totaled $83.4 million and was funded through cash on hand. Intangible assets were estimated utilizing the relief from royalty method which is a form of the income approach based on royalty rates determined from observed market royalties appliedassociated with these acquisitions totaled $25.5 million and primarily relate to projected revenue supporting the trade namestrademarks and discounted to present value using an appropriate discount rate. Anycustomer relationships. The excess of the purchase price over the estimated fair value of net assets acquired was recognized as goodwill. The goodwill is attributed primarilyand totaled $45.3 million. These acquisitions were not material to the fair value of the expected cost synergiesCompany's financial statements and revenue growth from PFS businesses and is not expected to be deductible for tax purposes.
The results of PFS arewere reported within the Industrial segment from the date of acquisition. During 2019, the Company incurred $12.9 million of acquisition-related costs which are included in Selling and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income. The Company has not included pro forma financial information required under ASC 805 as the pro forma impact was deemed not material.Americas segment.
During 2018, the Company acquired several businesses and entered into a joint venture. The aggregate cash paid, net of cash acquired, totaled $285.2$285.7 million and was funded through cash on hand. Ownership interests in a joint venture are accounted for under the equity method when the Company does not have a controlling financial interest and reported within Other noncurrent assets on the Balance Sheet.
Primary activity during 2018 related to the acquisition of ICS Group Holdings Limited in January 2018. The business, reported within the ClimateEMEA segment, specializes in the temporary rental of energy efficient chillers for commercial and industrial buildings across Europe. In addition, the Company acquired independent dealers to expand its distribution network.network and service area. Intangible assets associated with these acquisitions totaled $45.2 million and primarily relate to trademarks and customer relationships. The excess purchase price over the estimated fair value of net assets acquired was recognized as goodwill and totaled $119.9$118.0 million.
In addition, the Company completed its investment of a 50% ownership interest in a joint venture with Mitsubishi Electric Corporation (Mitsubishi) in May 2018. The joint venture, reported within the ClimateAmericas segment, focuses on marketing, selling and supporting variable refrigerant flow (VRF) and ductless heating and air conditioning systems through Trane, American Standard and Mitsubishi channels in the U.S. and select Latin American countries. Ownership interests in a joint venture are accounted for under the equity method when the Company does not have a controlling financial interest and reported within Other noncurrent assets on the Balance Sheet. Ongoing results since the date of investment are accounted for under the equity method and are not considered material to the Company’s results of operations.
During 2017, the Company acquired several businesses, including channel acquisitions, that complement existing products and services. Acquisitions within the Climate segment primarily consisted
Divestitures
The Company has retained obligations from previously sold businesses, including amounts related to the 2013 spin-off of its commercial and residential security business, that primarily include ongoing expenses for postretirement benefits, product liability and legal costs. The components of Discontinued operations, net of tax for the years ended December 31 arewere as follows:
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Net revenues | | $ | 469.8 | | | $ | 3,523.0 | | | $ | 3,324.4 | |
| Cost of goods sold | | (315.8) | | | (2,366.0) | | | (2,265.1) | |
| Selling and administrative expenses | | (234.4) | | | (809.5) | | | (654.0) | |
| Operating income (loss) | | (80.4) | | | 347.5 | | | 405.3 | |
| Other income/ (expense), net | | (55.9) | | | 50.0 | | | (88.3) | |
| Pre-tax earnings (loss) from discontinued operations | | (136.3) | | | 397.5 | | | 317.0 | |
| Benefit (provision) for income taxes | | 14.9 | | | (129.3) | | | 17.6 | |
| Discontinued operations, net of tax | | $ | (121.4) | | | $ | 268.2 | | | $ | 334.6 | |
|
| | | | | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Pre-tax earnings (loss) from discontinued operations | | $ | 54.8 |
| | $ | (85.5 | ) | | $ | (34.0 | ) |
| Tax benefit (expense) | | (14.2 | ) | | 64.0 |
| | 8.6 |
|
| Discontinued operations, net of tax | | $ | 40.6 |
| | $ | (21.5 | ) | | $ | (25.4 | ) |
Pre-taxSeparation of Industrial Segment Businesses
On February 29, 2020, the Company completed the Transaction with Gardner Denver whereby the Company separated Ingersoll Rand Industrial which then merged with a wholly-owned subsidiary of Gardner Denver. In accordance with GAAP, the historical results of Ingersoll Rand Industrial are presented as a discontinued operation in the Consolidated Statement of Comprehensive Income and Consolidated Statement of Cash Flows. In addition, the assets and liabilities of Ingersoll Rand Industrial have been recast to held-for-sale at December 31, 2019.
Net revenues and earnings from operations, net of tax of Ingersoll Rand Industrial for the years ended December 31 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Net revenues | | $ | 469.8 | | | $ | 3,523.0 | | | $ | 3,324.4 | |
| Earnings (loss) attributable to Trane Technologies plc | | (85.8) | | | 225.2 | | | 351.3 | |
| Earnings (loss) attributable to noncontrolling interests | | 0.9 | | | 2.4 | | | 4.8 | |
| Earnings (loss) from operations, net of tax | | $ | (84.9) | | | $ | 227.6 | | | $ | 356.1 | |
Earnings (loss) fromattributable to Trane Technologies plc includes Ingersoll Rand Industrial separation costs, net of tax primarily related to legal, consulting and advisory fees of $96.2 million during the year ended December 31, 2020. In addition, the year ended December 31, 2019 includes $89.4 million of Ingersoll Rand Industrial separation costs, net of tax.
The components of Ingersoll Rand Industrial's assets and liabilities recorded as held-for-sale on the Consolidated Balance Sheet at December 31, 2019 were as follows:
| | | | | | | | | | | | |
| In millions | | December 31, 2019 | | | | |
| Assets | | | | | | |
Current assets(1) | | $ | 1,130.6 | | | | | |
| Property, plant and equipment, net | | 454.3 | | | | | |
| Goodwill | | 1,657.4 | | | | | |
| Intangible assets, net | | 825.2 | | | | | |
| Other noncurrent assets | | 139.7 | | | | | |
| Assets held-for-sale | | $ | 4,207.2 | | | | | |
| Liabilities | | | | | | |
| Current liabilities | | $ | 823.7 | | | | | |
| Noncurrent liabilities | | 376.7 | | | | | |
| Liabilities held-for-sale | | $ | 1,200.4 | | | | | |
(1) Includes $25 million cash and cash equivalents in accordance with the merger agreement.
Other Discontinued Operations
Other discontinued operations, net of tax related to retained obligations from previously sold businesses that primarily include ongoing expenses for postretirement benefits, product liability and legal costs. In addition, the Company includes costs associated with Ingersoll Rand Companyasbestos-related activities of Aldrich through the Petition Date.
The components of Discontinued operations, net of tax for the settlementyears ended December 31 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Ingersoll Rand Industrial, net of tax | | $ | (84.9) | | | $ | 227.6 | | | $ | 356.1 | |
| Other discontinued operations, net of tax | | (36.5) | | | 40.6 | | | (21.5) | |
| Discontinued operations, net of tax | | $ | (121.4) | | | $ | 268.2 | | | $ | 334.6 | |
In addition, other discontinued operations, net of tax includes a loss of $25.8 million related to the deconsolidation of Aldrich and defense of asbestos-related claims, insurance settlements on asbestos-related matters andits wholly-owned subsidiary 200 Park, for the revaluation of its liability for potential future claims and recoveries.year ended December 31, 2020. Refer to Note 22, "Commitments and Contingencies," for more information related to asbestos.regarding the deconsolidation and asbestos-related matters.
NOTE 20. EARNINGS PER SHARE (EPS)
Basic EPS is calculated by dividing Net earnings attributable to Ingersoll-RandTrane Technologies plc by the weighted-average number of ordinary shares outstanding for the applicable period. Diluted EPS is calculated after adjusting the denominator of the basic EPS calculation for the effect of all potentially dilutive ordinary shares, which in the Company’s case, includes shares issuable under share-based compensation plans. The following table summarizes the weighted-average number of ordinary shares outstanding for basic and diluted earnings per share calculations:
|
| | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Weighted-average number of basic shares outstanding | | 241.6 |
| | 247.2 |
| | 254.9 |
|
| Shares issuable under incentive stock plans | | 2.8 |
| | 2.9 |
| | 3.2 |
|
| Weighted-average number of diluted shares outstanding | | 244.4 |
| | 250.1 |
| | 258.1 |
|
| Anti-dilutive shares | | — |
| | 1.5 |
| | 1.6 |
|
| | | | | | | |
| Dividends declared per ordinary share | | 2.12 |
| | 1.96 |
| | 1.70 |
|
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Weighted-average number of basic shares outstanding | | 240.1 | | | 241.6 | | | 247.2 | |
| Shares issuable under incentive stock plans | | 3.0 | | | 2.8 | | | 2.9 | |
| | | | | | |
| Weighted-average number of diluted shares outstanding | | 243.1 | | | 244.4 | | | 250.1 | |
| Anti-dilutive shares | | 0.6 | | | 0 | | | 1.5 | |
| | | | | | |
| Dividends declared per ordinary share | | $ | 2.12 | | | $ | 2.12 | | | $ | 1.96 | |
NOTE 21. BUSINESS SEGMENT INFORMATION
The accounting policies of theCompany operates under three regional operating segments aredesigned to create deep customer focus and relevance in markets around the same as those described in the summary of significant accounting policies except that the operating segments’ results are prepared on a management basis that is consistent with the manner in which the Company prepares financial information for internal review and decision making. The Company largely evaluates performance based on Segment operating income and Segment operating margins.world. Intercompany sales between segments are considered immaterial.
•The Company's ClimateAmericas segment delivers energy-efficient productsinnovates for customers in the North America and innovative energy services. It includes Trane® Latin America regions. The Americas segment encompasses commercial heating and American Standard® Heating & Air Conditioning which provide heating, ventilationcooling systems, building controls, and air conditioning (HVAC) systems, and commercial and residential building services, parts, support and controls; energy services and building automation through Trane Building AdvantageTMsolutions; residential heating and NexiaTM;cooling; and Thermo King® transport temperature controlrefrigeration systems and solutions.
•The Company's IndustrialEMEA segment delivers productsinnovates for customers in the Europe, Middle East and Africa region. The EMEA segment encompasses heating and cooling systems, services that enhance energy efficiency, productivity and operations. It includes compressed airsolutions for commercial buildings, and gastransport refrigeration systems and services, power tools, material handling systems, fluid management systems, as well as Club Car ® golf, utility and rough terrain vehicles.solutions.
•The Company's Asia Pacific segment innovates for customers throughout the Asia Pacific region. The Asia Pacific segment encompasses heating and cooling systems, services and solutions for commercial buildings and transport refrigeration systems and solutions.
Management measures operating performance based on net earnings excluding interest expense, income taxes, depreciation and amortization, restructuring, unallocated corporate expenses and discontinued operations (Segment Adjusted EBITDA). Segment operating incomeAdjusted EBITDA is the measure of profitnot defined under GAAP and loss that the Company's chief operating decision maker usesmay not be comparable to evaluate the financial performance of the businesssimilarly-titled measures used by other companies and as the basisshould not be considered a substitute for performance reviews, compensation and resource allocation. For these reasons, thenet earnings or other results reported in accordance with GAAP. The Company believes that Segment operating income representsAdjusted EBITDA provides the most relevant measure of segment profitprofitability as well as earnings power and loss.the ability to generate cash. This measure is a useful financial metric to assess the Company's operating performance from period to period by excluding certain items that it believes are not representative of its core business and the Company uses this measure for business planning purposes. Segment Adjusted EBITDA also provides a useful tool for assessing the comparability between periods and the Company's ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures because it eliminates non-cash charges such as depreciation and amortization expense.
A summary of operations by reportable segmentssegment for the years ended December 31 were as follows:
|
| | | | | | | | | | | | |
| Dollar amounts in millions | | 2019 | | 2018 | | 2017 |
| Climate | | | | | | |
| Net revenues | | $ | 13,075.9 |
| | $ | 12,343.8 |
| | $ | 11,167.5 |
|
| Segment operating income | | 1,908.5 |
| | 1,766.2 |
| | 1,572.7 |
|
| Segment operating income as a percentage of net revenues | | 14.6 | % | | 14.3 | % | | 14.1 | % |
| Depreciation and amortization | | 258.0 |
| | 252.0 |
| | 247.6 |
|
| Capital expenditures | | 188.1 |
| | 217.3 |
| | 103.8 |
|
| Industrial | | | | | | |
| Net revenues | | 3,523.0 |
| | 3,324.4 |
| | 3,030.1 |
|
| Segment operating income | | 455.0 |
| | 405.3 |
| | 357.6 |
|
| Segment operating income as a percentage of net revenues | | 12.9 | % | | 12.2 | % | | 11.8 | % |
| Depreciation and amortization | | 108.6 |
| | 79.2 |
| | 77.3 |
|
| Capital expenditures | | 48.7 |
| | 80.9 |
| | 57.4 |
|
| | | | | | | |
| Total net revenues | | $ | 16,598.9 |
| | $ | 15,668.2 |
| | $ | 14,197.6 |
|
| | | | | | | |
| Reconciliation to Operating Income | | | | | | |
| Segment operating income from reportable segments | | $ | 2,363.5 |
| | $ | 2,171.5 |
| | $ | 1,930.3 |
|
| Unallocated corporate expense | | (345.9 | ) | | (254.1 | ) | | (265.0 | ) |
| Total operating income | | $ | 2,017.6 |
| | $ | 1,917.4 |
| | $ | 1,665.3 |
|
| Total operating income as a percentage of revenues | | 12.2 | % | | 12.2 | % | | 11.7 | % |
| Depreciation and Amortization | | | | | | |
| Depreciation and amortization from reportable segments | | $ | 366.6 |
| | $ | 331.2 |
| | $ | 324.9 |
|
| Unallocated depreciation and amortization | | 30.8 |
| | 30.3 |
| | 28.4 |
|
| Total depreciation and amortization | | $ | 397.4 |
|
| $ | 361.5 |
|
| $ | 353.3 |
|
| Capital Expenditures | | | | | | |
| Capital expenditures from reportable segments | | $ | 236.8 |
| | $ | 298.2 |
| | $ | 161.2 |
|
| Corporate capital expenditures | | 17.3 |
| | 67.4 |
| | 60.1 |
|
| Total capital expenditures | | $ | 254.1 |
| | $ | 365.6 |
| | $ | 221.3 |
|
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Net revenues | | | | | | |
| Americas | | $ | 9,685.9 | | | $ | 10,059.5 | | | $ | 9,219.4 | |
| EMEA | | 1,648.1 | | | 1,762.6 | | | 1,831.1 | |
| Asia Pacific | | 1,120.7 | | | 1,253.8 | | | 1,293.3 | |
| Total Net revenues | | $ | 12,454.7 | | | $ | 13,075.9 | | | $ | 12,343.8 | |
| | | | | | |
| Segment Adjusted EBITDA | | | | | | |
| Americas | | $ | 1,677.7 | | | $ | 1,742.1 | | | $ | 1,565.5 | |
| EMEA | | 265.7 | | | 267.7 | | | 302.7 | |
| Asia Pacific | | 188.8 | | | 182.8 | | | 173.2 | |
| Total Segment Adjusted EBITDA | | $ | 2,132.2 | | | $ | 2,192.6 | | | $ | 2,041.4 | |
| | | | | | |
| Reconciliation of Segment Adjusted EBITDA to earnings before income taxes | | | | | | |
| Total Segment Adjusted EBITDA | | $ | 2,132.2 | | | $ | 2,192.6 | | | $ | 2,041.4 | |
| Interest expense | | (248.7) | | | (242.8) | | | (221.0) | |
| Depreciation and amortization | | (294.3) | | | (288.8) | | | (282.3) | |
| Restructuring costs | | (75.7) | | | (52.6) | | | (43.5) | |
| Unallocated corporate expenses | | (225.3) | | | (209.5) | | | (236.8) | |
| Earnings before income taxes | | $ | 1,288.2 | | | $ | 1,398.9 | | | $ | 1,257.8 | |
| | | | | | |
| Depreciation and Amortization | | | | | | |
| Americas | | $ | 224.0 | | | $ | 213.6 | | | $ | 208.8 | |
| EMEA | | 32.6 | | | 31.0 | | | 30.0 | |
| Asia Pacific | | 11.6 | | | 13.4 | | | 13.2 | |
| Depreciation and amortization from reportable segments | | $ | 268.2 | | | $ | 258.0 | | | $ | 252.0 | |
| Unallocated depreciation and amortization | | 26.1 | | | 30.8 | | | 30.3 | |
| Total depreciation and amortization | | $ | 294.3 | | | $ | 288.8 | | | $ | 282.3 | |
| | | | | | |
| Capital Expenditures | | | | | | |
| Americas | | $ | 98.2 | | | $ | 146.8 | | | $ | 195.3 | |
| EMEA | | 24.7 | | | 30.0 | | | 14.5 | |
| Asia Pacific | | 7.7 | | | 11.3 | | | 7.5 | |
| Capital expenditures from reportable segments | | $ | 130.6 | | | $ | 188.1 | | | $ | 217.3 | |
| Corporate capital expenditures | | 15.6 | | | 17.3 | | | 67.4 | |
| Total capital expenditures | | $ | 146.2 | | | $ | 205.4 | | | $ | 284.7 | |
At December 31, a summary of long-lived assets by geographic area were as follows:
|
| | | | | | | | |
| In millions | | 2019 |
| 2018 |
| United States | | $ | 2,327.3 |
| | $ | 1,914.7 |
|
| Non-U.S. | | 790.6 |
| | 781.3 |
|
| Total | | $ | 3,117.9 |
| | $ | 2,696.0 |
|
| | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 |
| | | | |
| United States | | $ | 1,219.4 | | | $ | 1,346.3 | |
| Non-U.S. | | 539.1 | | | 475.1 | |
| Total | | $ | 1,758.5 | | | $ | 1,821.4 | |
NOTE 22. COMMITMENTS AND CONTINGENCIES
The Company is involved in various litigations, claims and administrative proceedings, including those related to environmental, asbestos, and product liability matters. In accordance with ASC 450, "Contingencies" (ASC 450), the Company
records accruals for loss contingencies when it is both probable that a liability will be incurred and the amount of the loss can be reasonably estimated. Amounts recorded for identified contingent liabilities are estimates, which are reviewed periodically and adjusted to reflect additional information when it becomes available. Subject to the uncertainties inherent in estimating future costs for contingent liabilities, except as expressly set forth in this note, management believes that any liability which may result from these
legal matters would not have a material adverse effect on the financial condition, results of operations, liquidity or cash flows of the Company.
Asbestos-Related Matters
Certain wholly-owned subsidiaries and former companies of the Company were named as defendants in asbestos-related lawsuits in state and federal courts. In virtually all of the suits, a large number of other companies have also been named as defendants. The vast majority of those claims were filed against predecessors of Aldrich and Murray and generally allege injury caused by exposure to asbestos contained in certain historical products sold by predecessors of Aldrich or Murray, primarily pumps, boilers and railroad brake shoes. None of the Company's existing or previously-owned businesses were a producer or manufacturer of asbestos.
On June 18, 2020, Aldrich and Murray filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code to resolve equitably and permanently all current and future asbestos related claims in a manner beneficial to claimants, 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 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).
The goal of these Chapter 11 filings is an efficient and permanent resolution of all current and future asbestos claims through court approval of a plan of reorganization, which would establish, in accordance with section 524(g) of the Bankruptcy Code, a trust to which all asbestos claims would be channeled for resolution. Aldrich and Murray intend to seek an agreement with representatives of the asbestos claimants on the terms of a plan for the establishment of such a trust.
Prior to the Petition Date, predecessors of each of Aldrich and Murray had been litigating asbestos-related claims brought against them. No such claims have been paid since the Petition Date, and it is not contemplated that any such claims will be paid until the end of the Chapter 11 cases. At this point in the Chapter 11 cases of Aldrich and Murray, it is not possible to predict whether or how long the Bankruptcy Court order temporarily staying asbestos-related claims against the Trane Companies will be extended, whether or when any agreement with representatives of the asbestos claimants on the terms of a plan for the establishment of a trust will be reached, what the terms of any plan of reorganization or the extent of the asbestos liability will be or how long the Chapter 11 cases will last.
From an accounting perspective, the Company no longer has control over Aldrich and Murray as of the Petition Date as their activities are subject to review and oversight by the Bankruptcy Court. Therefore, Aldrich and its wholly-owned subsidiary 200 Park and Murray and its wholly-owned subsidiary ClimateLabs were deconsolidated as of the Petition Date and their respective assets and liabilities were derecognized from the Company's Consolidated Financial Statements. Amounts derecognized primarily related to the legacy asbestos-related liabilities and asbestos-related insurance recoveries and $41.7 million of cash. However, in connection with the 2020 Corporate Restructuring, certain subsidiaries of the Company entered into funding agreements with Aldrich and Murray (collectively the Funding Agreements), pursuant to which those 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.
Accounting Treatment Prior to the Petition Date
Historically, the Company performed a detailed analysis and projected an estimated range of the Company’s total liability for pending and unasserted future asbestos-related claims. In accordance with ASC 450, the Company recorded the liability at the low end of the range as it believed that no amount within the range was a better estimate than any other amount. Asbestos-related defense costs were excluded from the liability and were recorded separately as services were incurred. The methodology used to prepare estimates relied upon and included the following factors, among others:
•the interpretation of a widely accepted forecast of the population likely to have been occupationally exposed to asbestos;
•epidemiological studies estimating the number of people likely to develop asbestos-related diseases such as mesothelioma and lung cancer;
•the Company’s historical experience with the filing of non-malignancy claims and claims alleging other types of malignant diseases filed against the Company relative to the number of lung cancer claims filed against the Company;
•the analysis of the number of people likely to file an asbestos-related personal injury claim against the Company based on such epidemiological and historical data and the Company’s claims history;
•an analysis of the Company’s pending cases, by type of disease claimed and by year filed;
•an analysis of the Company’s history to determine the average settlement and resolution value of claims, by type of disease claimed;
•an adjustment for inflation in the future average settlement value of claims, at a 2.5% annual inflation rate, adjusted downward to 1.0% to take account of the declining value of claims resulting from the aging of the claimant population; and
•an analysis of the period over which the Company has and is likely to resolve asbestos-related claims against it in the future (currently projected through 2053).
Prior to the Petition Date and at December 31, 2019, over 73 percent of the open and active claims against the Company were non-malignant or unspecified disease claims. In addition, the Company had a number of claims which had been placed on inactive or deferred dockets and expected to have little or no settlement value against the Company.
At June 17, 2020, immediately prior to the Petition Date, and at December 31, 2019, the Company’s liability for asbestos-related matters and the asset for probable asbestos-related insurance recoveries were included in the following accounts within the Consolidated Balance Sheet:
| | | | | | | | | | | |
| In millions | June 17,
2020 | | December 31,
2019 |
| Accrued expenses and other current liabilities | $ | 57.1 | | | $ | 63.0 | |
| Other noncurrent liabilities | 451.0 | | | 484.4 | |
| Total asbestos-related liabilities | $ | 508.1 | | | $ | 547.4 | |
| | | |
| Other current assets | $ | 50.3 | | | $ | 66.2 | |
| Other noncurrent assets | 220.6 | | | 237.8 | |
| Total asset for probable asbestos-related insurance recoveries | $ | 270.9 | | | $ | 304.0 | |
The Company's asbestos insurance receivable related to the predecessors of Aldrich and Murray were $160.4 million and $110.5 million, respectively, at June 17, 2020 and $188.7 million and $115.3 million, respectively, at December 31, 2019. These receivables attributable to the predecessors of each of Aldrich and Murray for probable insurance recoveries as of June 17, 2020 and December 31, 2019 are entirely supported by settlement agreements between them and their respective insurance carriers. Most of these settlement agreements constitute “coverage-in-place” arrangements, in which the insurer signatories agree to reimburse the predecessors of Aldrich and Murray, as applicable, for specified portions of their respective costs for asbestos bodily injury claims and the predecessors of Aldrich and Murray, as applicable, agree to certain claims-handling protocols and grants to the insurer signatories certain releases and indemnifications.
Prior to the Petition Date, the costs associated with the settlement and defense of asbestos-related claims, insurance settlements on asbestos-related matters and the revaluation of the Company's liability for potential future claims and recoveries were included in the Consolidated Statement of Comprehensive Income within continuing operations or discontinued operations depending on the business to which they relate. Income and expenses associated with asbestos-related matters of Aldrich and its predecessors were recorded within discontinued operations as they related to previously divested businesses, primarily Ingersoll-Dresser Pump, which was sold by the Company in 2000. Income and expenses associated with asbestos-related matters for Murray and its predecessors were recorded within continuing operations. The year ended December 31, 2020 includes a $17.4 million adjustment to correct an overstatement of a legacy legal liability that originated in prior years.
The net income (expense) associated with these pre-Petition Date transactions for the years ended December 31, were as follows:
| | | | | | | | | | | | | | | | | | | | |
| In millions | | 2020 | | 2019 | | 2018 |
| Continuing operations | | $ | 14.8 | | | $ | 7.0 | | | $ | (10.4) | |
| Discontinued operations | | (11.2) | | | 68.2 | | | (56.5) | |
| Total | | $ | 3.6 | | | $ | 75.2 | | | $ | (66.9) | |
The amounts recorded by the Company for asbestos-related liabilities and insurance-related assets are based on currently available information. Key assumptions underlying the estimated asbestos-related liabilities include the number of people
occupationally exposed and likely to develop asbestos-related diseases such as mesothelioma and lung cancer, the number of people likely to file an asbestos-related personal injury claim against the Company, the average settlement and resolution of each claim and the percentage of claims resolved with no payment. Furthermore, predictions with respect to estimates of the liability are subject to greater uncertainty as the projection period lengthens. Other factors that may affect the Company’s liability include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the passage of state or federal tort reform legislation.
The aggregate amount of the stated limits in insurance policies available to Aldrich and Murray for asbestos-related claims acquired, over many years and from many different carriers, is substantial. However, as a result of limitations in that coverage, the projected total liability to claimants substantially exceeds the probable insurance recovery.
Accounting Treatment After the Petition Date
Upon deconsolidation, the Company recorded its retained interest in Aldrich and Murray at fair value within Other noncurrent assets in the Consolidated Balance Sheet. In determining the fair value of its equity investment, the Company used a market-adjusted multiple of earnings valuation technique (a market approach). Under the market approach, the Company used an adjusted multiple ranging from 11.0 to 12.5 of projected earnings before interest, taxes, depreciation and amortization (EBITDA) based on the market information of comparable companies. As a result, the Company recorded an aggregate equity investment of $53.6 million as of the Petition Date. Subsequent to deconsolidation, the Company will account for its equity investment in Aldrich and Murray at cost less impairment under the measurement alternative election in ASC 321, "Investments - Equity Securities".
Simultaneously, the Company recognized a liability of $248.8 million within Other noncurrent liabilities in the Consolidated Balance Sheet related to its obligation under the Funding Agreements. Although the amounts that Aldrich and Murray may ultimately require under the Funding Agreements are unknown, the Company believes that an estimate of $248.8 million in the aggregate is reasonable at this time as the Company has no better estimate for the amounts that may ultimately be required under the Funding Agreement. The liability is based on asbestos-related liabilities and insurance-related assets balances previously recorded by the Company prior to the Petition Date and may be subject to change based on the facts and circumstances of the Chapter 11 proceedings.
As a result of these actions, the Company recognized an aggregate loss of $24.9 million in its Consolidated Statements of Comprehensive Income. A gain of $0.9 million related to Murray and its wholly-owned subsidiary ClimateLabs was recorded within Other income/ (expense), net and a loss of $25.8 million related to Aldrich and its wholly-owned subsidiary 200 Park was recorded within Discontinued operations, net of tax. Additionally, the deconsolidation resulted in an investing cash outflow of $41.7 million in the Company's Consolidated Statements of Cash Flows, of which $10.8 million was recorded within continuing operations.
Furthermore, in connection with the 2020 Corporate Restructuring, Aldrich, Murray and their respective subsidiaries entered into several agreements with subsidiaries of the Company to ensure they each have access to services necessary for the effective operation of their respective businesses and access to capital to address any liquidity needs that arise as a result of working capital requirements or timing issues. In addition, the Company regularly transacts business with Aldrich and its wholly-owned subsidiary 200 Park and Murray and its wholly-owned subsidiary ClimateLabs. As of the Petition Date, these entities are considered related parties and post deconsolidation activity between the Company and them are reported as third party transactions and are reflected within the Company's Consolidated Statements of Comprehensive Income. Since the Petition Date, there were no material transactions between the Company and these entities.
Environmental Matters
The Company continues to be dedicated to environmental and sustainability programs to minimize the use of natural resources, and reduce the utilization and generation of hazardous materials from our manufacturing processes and to remediate identified environmental concerns. As to the latter, the Company is currently engaged in site investigations and remediation activities to address environmental cleanup from past operations at current and former manufacturing facilities.
The Company is sometimes a party to environmental lawsuits and claims and has received notices of potential violations of environmental laws and regulations from the Environmental Protection Agency and similar state authorities. It has also been identified as a potentially responsible party (PRP) for cleanup costs associated with off-site waste disposal at federal Superfund and state remediation sites. For all such sites, there are other PRPs and, in most instances, the Company’s involvement is minimal.
In estimating its liability, the Company has assumed it will not bear the entire cost of remediation of any site to the exclusion of other PRPs who may be jointly and severally liable. The ability of other PRPs to participate has been taken into account, based on the Company's understanding of the parties’ financial condition and probable contributions on a per site basis. Additional lawsuits and claims involving environmental matters are likely to arise from time to time in the future.
Reserves for environmental matters are classified as Accrued expenses and other current liabilities or Other noncurrent liabilities based on their expected term. As of December 31, 20192020 and 2018,2019, the Company has recorded reserves for environmental matters of $42.6$39.9 million and $41.2$40.2 million, respectively. Of these amounts $37.5 million and $36.1 million, respectively, relate to remediation of sites previously disposed by the Company.
Asbestos-Related Matters
Certain wholly-owned subsidiaries and former companies of ours are named as defendants in asbestos-related lawsuits in state and federal courts. In virtually all of the suits, a large number of other companies have also been named as defendants. The vast majority of those claims have been filed against either Ingersoll-Rand Company or Trane U.S. Inc. (Trane) and generally allege injury caused by exposure to asbestos contained in certain historical products sold by Ingersoll-Rand Company or Trane, primarily pumps, boilers and railroad brake shoes. None of our existing or previously-owned businesses were a producer or manufacturer of asbestos.
The Company engages an outside expert to perform a detailed analysis and project an estimated range of the Company’s total liability for pending and unasserted future asbestos-related claims. In accordance with ASC 450, the Company records the liability at the low end of the range as it believes that no amount within the range is a better estimate than any other amount. Asbestos-related defense costs are excluded from the liability and are recorded separately as services are incurred. The methodology used to prepare estimates relies upon and includes the following factors, among others:
the outside expert’s interpretation of a widely accepted forecast of the population likely to have been occupationally exposed to asbestos;
epidemiological studies estimating the number of people likely to develop asbestos-related diseases such as mesothelioma and lung cancer;
the Company’s historical experience with the filing of non-malignancy claims and claims alleging other types of malignant diseases filed against the Company relative to the number of lung cancer claims filed against the Company;
the outside expert’s analysis of the number of people likely to file an asbestos-related personal injury claim against the Company based on such epidemiological and historical data and the Company’s claims history;
an analysis of the Company’s pending cases, by type of disease claimed and by year filed;
an analysis of the Company’s history to determine the average settlement and resolution value of claims, by type of disease claimed;
an adjustment for inflation in the future average settlement value of claims, at a 2.5% annual inflation rate, adjusted downward to 1.0% to take account of the declining value of claims resulting from the aging of the claimant population; and
an analysis of the period over which the Company has and is likely to resolve asbestos-related claims against it in the future (currently projected through 2053).
At December 31, 2019, over 73 percent of the open and active claims against the Company are non-malignant or unspecified disease claims. In addition, the Company has a number of claims which have been placed on inactive or deferred dockets and expected to have little or no settlement value against the Company.
The Company’s liability for asbestos-related matters and the asset for probable asbestos-related insurance recoveries are included in the following balance sheet accounts:
|
| | | | | | | |
| In millions | December 31,
2019 | | December 31,
2018 |
| Accrued expenses and other current liabilities | $ | 63.0 |
| | $ | 63.3 |
|
| Other noncurrent liabilities | 484.4 |
| | 548.3 |
|
| Total asbestos-related liabilities | $ | 547.4 |
| | $ | 611.6 |
|
| | | | |
| Other current assets | $ | 66.2 |
| | $ | 69.2 |
|
| Other noncurrent assets | 237.8 |
| | 199.0 |
|
| Total asset for probable asbestos-related insurance recoveries | $ | 304.0 |
| | $ | 268.2 |
|
The Company's asbestos insurance receivable related to Ingersoll-Rand Company and Trane was $188.7 million and $115.3 million at December 31, 2019, and $141.7 million and $126.5 million at December 31, 2018, respectively. These receivables attributable to Ingersoll-Rand Company and Trane for probable insurance recoveries as of December 31, 2019 are entirely supported by settlement agreements between Ingersoll-Rand Company and Trane and their respective insurance carriers. Most of these settlement agreements constitute “coverage-in-place” arrangements, in which the insurer signatories agree to reimburse Ingersoll-Rand Company or Trane, as applicable, for specified portions of their respective costs for asbestos bodily injury claims and Ingersoll-Rand Company or Trane, as applicable, agrees to certain claims-handling protocols and grants to the insurer signatories certain releases and indemnifications.
The costs associated with the settlement and defense of asbestos-related claims, insurance settlements on asbestos-related matters and the revaluation of the Company's liability for potential future claims and recoveries are included in the income statement within continuing operations or discontinued operations depending on the business to which they relate. Income and expenses associated with Ingersoll-Rand Company's asbestos-related matters are recorded within discontinued operations as they relate to previously divested businesses, primarily Ingersoll-Dresser Pump, which was sold by the Company in 2000. Income and expenses associated with Trane’s asbestos-related matters are recorded within continuing operations.
The net income (expense) associated with these transactions for the years ended December 31, were as follows:
|
| | | | | | | | | | | | |
| In millions | | 2019 | | 2018 | | 2017 |
| Continuing operations | | $ | 7.0 |
| | $ | (10.4 | ) | | $ | (3.1 | ) |
| Discontinued operations | | 68.2 |
| | (56.5 | ) | | (11.9 | ) |
| Total | | $ | 75.2 |
| | $ | (66.9 | ) | | $ | (15.0 | ) |
During the year ended December 31, 2019, the Company reached settlements with several insurance carriers associated with pending asbestos insurance coverage litigation (as discussed below). All but one of these settlements relate to Ingersoll-Rand Company and are recorded within discontinued operations. The settlement that relates to Trane is recorded within continuing operations. During the year ended December 31, 2018, the Company's valuation model was updated to address a change in potential future claims. The adjustment, which increased the asbestos-related liability for both Ingersoll-Rand Company and Trane, was partially offset by asbestos-related receivables from insurance carriers. During the year ended December 31, 2017, the Company recorded an adjustment to update its liability for potential future claims. This amount was partially offset by asbestos-related settlements reached with various insurance carriers.
In 2012 and 2013, Ingersoll-Rand Company filed actions in the Superior Court of New Jersey, Middlesex County, seeking a declaratory judgment and other relief regarding the Company's rights to defense and indemnity for asbestos claims. The defendants were several dozen solvent insurance companies, including companies that had been paying a portion of Ingersoll-Rand Company's asbestos claim defense and indemnity costs. The responding defendants generally challenged the Company's right to recovery, and raised various coverage defenses. As of December 31, 2019, Ingersoll-Rand Company has resolved both actions through settlements with all of the remaining solvent insurer defendants.
The amounts recorded by the Company for asbestos-related liabilities and insurance-related assets are based on currently available information. The Company’s actual liabilities or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the calculations vary significantly from actual results. Key assumptions underlying the estimated asbestos-related liabilities include the number of people occupationally exposed and likely to develop asbestos-related diseases such as mesothelioma and lung cancer, the number of people likely to file an asbestos-related personal injury claim against the Company, the average settlement and resolution of each claim and the percentage of claims resolved with no payment. Furthermore, predictions with respect to estimates of the liability are subject to greater uncertainty as the projection period lengthens. Other factors that
may affect the Company’s liability include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the passage of state or federal tort reform legislation.
The aggregate amount of the stated limits in insurance policies available to the Company for asbestos-related claims acquired, over many years and from many different carriers, is substantial. However, limitations in that coverage, primarily due to the considerations described above, are expected to result in the projected total liability to claimants substantially exceeding the probable insurance recovery.
Warranty Liability
Standard product warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms and historical experience. The Company assesses the adequacy of its liabilities and will make adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available.
The changes in the standard product warranty liability for the year ended December 31, were as follows:
|
| | | | | | | |
| In millions | 2019 | | 2018 |
| Balance at beginning of period | $ | 278.9 |
| | $ | 270.5 |
|
| Reductions for payments | (153.1 | ) | | (159.0 | ) |
| Accruals for warranties issued during the current period | 155.9 |
| | 158.2 |
|
| Changes to accruals related to preexisting warranties | 3.8 |
| | 11.5 |
|
| Translation | (0.8 | ) | | (2.3 | ) |
| Balance at end of period | $ | 284.7 |
| | $ | 278.9 |
|
| | | | | | | | | | | |
| In millions | 2020 | | 2019 |
| Balance at beginning of period | $ | 251.4 | | | $ | 245.6 | |
| Reductions for payments | (130.5) | | | (142.8) | |
| Accruals for warranties issued during the current period | 144.6 | | | 144.1 | |
| | | |
| Changes to accruals related to preexisting warranties | 14.9 | | | 5.1 | |
| Translation | 2.3 | | | (0.6) | |
| Balance at end of period | $ | 282.7 | | | $ | 251.4 | |
Standard product warranty liabilities are classified as Accrued expenses and other current liabilities, or Other noncurrent liabilities based on their expected term. The Company's total current standard product warranty reserve at December 31, 20192020 and December 31, 20182019 was $157.6$127.7 million and $149.5$124.9 million, respectively.
Warranty Deferred Revenue
The Company's extended warranty liability represents the deferred revenue associated with its extended warranty contracts and is amortized into Net revenues on a straight-line basis over the life of the contract, unless another method is more representative of the costs incurred. The Company assesses the adequacy of its liability by evaluating the expected costs under its existing contracts to ensure these expected costs do not exceed the extended warranty liability.
The changes in the extended warranty liability for the year ended December 31, were as follows:
|
| | | | | | | |
| In millions | 2019 | | 2018 |
| Balance at beginning of period | $ | 292.2 |
| | $ | 293.0 |
|
| Amortization of deferred revenue for the period | (120.9 | ) | | (115.0 | ) |
| Additions for extended warranties issued during the period | 133.2 |
| | 116.1 |
|
| Changes to accruals related to preexisting warranties | (0.4 | ) | | (0.5 | ) |
| Translation | — |
| | (1.4 | ) |
| Balance at end of period | $ | 304.1 |
| | $ | 292.2 |
|
| | | | | | | | | | | |
| In millions | 2020 | | 2019 |
| Balance at beginning of period | $ | 302.8 | | | $ | 290.6 | |
| Amortization of deferred revenue for the period | (123.6) | | | (120.9) | |
| Additions for extended warranties issued during the period | 123.7 | | | 133.5 | |
| Changes to accruals related to preexisting warranties | 0 | | | (0.4) | |
| Translation | 1.5 | | | 0 | |
| Balance at end of period | $ | 304.4 | | | $ | 302.8 | |
The extended warranty liability is classified as Accrued expenses and other current liabilities or Other noncurrent liabilities based on the timing of when the deferred revenue is expected to be amortized into Net revenues. The Company's total current extended warranty liability at December 31, 20192020 and December 31, 20182019 was $107.3$108.6 million and $103.1$107.3 million, respectively. For the years ended December 31, 2020, 2019 and 2018, the Company incurred costs of $63.7$61.0 million, $62.8 million and $63.2$63.8 million, respectively, related to extended warranties.
NOTE 23. GUARANTOR FINANCIAL INFORMATION
Ingersoll-Rand plc (Plc or Parent Company) and certain of its 100% directly or indirectly owned subsidiaries provide guarantees of public debt issued by other 100% directly or indirectly owned subsidiaries. The following condensed consolidating financial information is provided so that separate financial statements of these subsidiary issuer and guarantors are not required to be filed with the U.S. Securities and Exchange Commission.
The following table shows the Company’s guarantor relationships as of December 31, 2019:
|
| | |
Parent, issuer or guarantors | Notes issued | Notes guaranteed (1)
|
Ingersoll-Rand plc (Plc) | None | All registered notes and debentures |
Ingersoll-Rand Irish Holdings Unlimited Company (Irish Holdings) | None | All notes issued by Global Holding and Lux Finance |
Ingersoll-Rand Lux International Holding Company S.a.r.l. (Lux International) | None | All notes issued by Global Holding and Lux Finance |
Ingersoll-Rand Global Holding Company Limited (Global Holding) | 2.900% Senior notes due 2021
4.250% Senior notes due 2023
3.750% Senior notes due 2028
5.750% Senior notes due 2043
4.300% Senior notes due 2048
| All notes issued by Lux Finance |
Ingersoll-Rand Company (New Jersey) | 9.000% Debentures due 2021
7.200% Debentures due 2020-2025
6.480% Debentures due 2025
Puttable debentures due 2027-2028
| All notes issued by Global Holding and Lux Finance |
Ingersoll-Rand Luxembourg Finance S.A. (Lux Finance) | 2.625% Notes due 2020
3.550% Notes due 2024
3.500% Notes due 2026
3.800% Notes due 2029
4.650% Notes due 2044
4.500% Notes due 2049
| All notes and debentures issued by Global Holding and New Jersey |
(1) All subsidiary issuers and guarantors provide irrevocable guarantees of borrowings, if any, made under revolving credit facilities
Each subsidiary debt issuer and guarantor is owned 100% directly or indirectly by the Parent Company. Each guarantee is full and unconditional, and provided on a joint and several basis. There are no significant restrictions of the Parent Company, or any guarantor, to obtain funds from its subsidiaries, such as provisions in debt agreements that prohibit dividend payments, loans or advances to the parent by a subsidiary.
Basis of presentation
The following Condensed Consolidating Financial Statements present the financial position, results of operations and cash flows of each issuer or guarantor on a legal entity basis. The financial information for all periods has been presented based on the Company’s legal entity ownerships and guarantees outstanding at December 31, 2019. Assets and liabilities are attributed to each issuer and guarantor generally based on legal entity ownership. Investments in subsidiaries of the Parent Company, subsidiary guarantors and issuers represent the proportionate share of their subsidiaries’ net assets. Certain adjustments are needed to consolidate the Parent Company and its subsidiaries, including the elimination of investments in subsidiaries and related activity that occurs between entities in different columns. These adjustments are presented in the Consolidating Adjustments column. This basis of presentation is intended to comply with the specific reporting requirements for subsidiary issuers and guarantors, and is not intended to present the Company’s financial position or results of operations or cash flows for any other purpose.
Transfers of businesses within a consolidated group should be reflected on a retrospective basis in the Condensed Consolidating Financial Statements for all periods presented. As a result, the Company updated its Condensed Consolidating Financial Statements to recast the presentation of certain subsidiaries between the New Jersey and Other Subsidiaries columns in connection with the proposed separation of the Industrial Segment businesses. These modifications relate to fourth quarter 2019 intercompany transactions that changed the ownership of certain IR Industrial businesses reported in the New Jersey column to a newly created entity reported within the Other Subsidiaries column. The updated presentation is shown in the following tables:
Condensed Consolidating Statement of Comprehensive Income
For the year ended December 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | Plc | | Irish Holdings | | Lux International | | Global
Holding | | New
Jersey | | Lux
Finance | | Other
Subsidiaries | | Consolidating
Adjustments | |
Consolidated |
| Net revenues | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 16,598.9 |
| | $ | — |
| | $ | 16,598.9 |
|
| Cost of goods sold | — |
| | — |
| | — |
| | — |
| | (18.3 | ) | | — |
| | (11,433.2 | ) | | — |
| | (11,451.5 | ) |
| Selling and administrative expenses | (16.1 | ) | | — |
| | (0.8 | ) | | (0.3 | ) | | (245.3 | ) | | (0.3 | ) | | (2,867.0 | ) | | — |
| | (3,129.8 | ) |
| Operating income (loss) | (16.1 | ) |
| — |
|
| (0.8 | ) |
| (0.3 | ) |
| (263.6 | ) |
| (0.3 | ) |
| 2,298.7 |
|
| — |
|
| 2,017.6 |
|
| Equity earnings (loss) in subsidiaries, net of tax | 1,544.1 |
| | 1,542.8 |
| | 1,237.3 |
| | 1,189.9 |
| | 1,274.2 |
| | 209.9 |
| | — |
| | (6,998.2 | ) | | — |
|
| Interest expense | — |
| | — |
| | — |
| | (106.6 | ) | | (46.2 | ) | | (89.7 | ) | | (0.5 | ) | | — |
| | (243.0 | ) |
| Intercompany interest and fees | (125.0 | ) | | — |
| | 74.7 |
| | (294.8 | ) | | 159.2 |
| | 26.5 |
| | 159.4 |
| | — |
| | — |
|
| Other income/(expense), net | (0.1 | ) | | — |
| | 59.5 |
| | — |
| | (12.0 | ) | | 4.7 |
| | (85.1 | ) | | — |
| | (33.0 | ) |
| Earnings (loss) before income taxes | 1,402.9 |
|
| 1,542.8 |
|
| 1,370.7 |
|
| 788.2 |
|
| 1,111.6 |
|
| 151.1 |
|
| 2,372.5 |
|
| (6,998.2 | ) |
| 1,741.6 |
|
| Benefit (provision) for income taxes | 8.0 |
| | — |
| | 5.1 |
| | 106.1 |
| | 16.5 |
| | — |
| | (489.4 | ) | | — |
| | (353.7 | ) |
| Earnings (loss) from continuing operations | 1,410.9 |
|
| 1,542.8 |
|
| 1,375.8 |
|
| 894.3 |
|
| 1,128.1 |
|
| 151.1 |
|
| 1,883.1 |
|
| (6,998.2 | ) |
| 1,387.9 |
|
| Discontinued operations, net of tax | — |
| | — |
| | — |
| | — |
| | 36.2 |
| | — |
| | 4.4 |
| | — |
| | 40.6 |
|
| Net earnings (loss) | 1,410.9 |
|
| 1,542.8 |
|
| 1,375.8 |
|
| 894.3 |
|
| 1,164.3 |
|
| 151.1 |
|
| 1,887.5 |
|
| (6,998.2 | ) |
| 1,428.5 |
|
| Less: Net earnings attributable to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (17.6 | ) | | — |
| | (17.6 | ) |
| Net earnings attributable to Ingersoll-Rand plc | $ | 1,410.9 |
|
| $ | 1,542.8 |
|
| $ | 1,375.8 |
|
| $ | 894.3 |
|
| $ | 1,164.3 |
|
| $ | 151.1 |
|
| $ | 1,869.9 |
|
| $ | (6,998.2 | ) |
| $ | 1,410.9 |
|
| | | | | | | | | | | | | | | | | | |
| Other comprehensive income (loss), net of tax | (42.5 | ) | | (42.2 | ) | | (30.7 | ) | | (16.6 | ) | | (16.0 | ) | | (13.7 | ) | | (71.6 | ) | | 190.8 |
| | (42.5 | ) |
| Comprehensive income attributable to Ingersoll-Rand plc | $ | 1,368.4 |
| | $ | 1,500.6 |
| | $ | 1,345.1 |
| | $ | 877.7 |
| | $ | 1,148.3 |
| | $ | 137.4 |
| | $ | 1,798.3 |
| | $ | (6,807.4 | ) | | $ | 1,368.4 |
|
Condensed Consolidating Statement of Comprehensive Income
For the year ended December 31, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | Plc | | Irish Holdings | | Lux International | | Global
Holding | | New
Jersey | | Lux
Finance | | Other
Subsidiaries | | Consolidating
Adjustments | |
Consolidated |
| Net revenues | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 15,668.2 |
| | $ | — |
| | $ | 15,668.2 |
|
| Cost of goods sold | — |
| | — |
| | — |
| | — |
| | (28.7 | ) | | — |
| | (10,818.9 | ) | | — |
| | (10,847.6 | ) |
| Selling and administrative expenses | (39.6 | ) | | — |
| | (0.4 | ) | | (0.3 | ) | | (86.5 | ) | | (0.3 | ) | | (2,776.1 | ) | | — |
| | (2,903.2 | ) |
| Operating income (loss) | (39.6 | ) |
| — |
|
| (0.4 | ) |
| (0.3 | ) |
| (115.2 | ) |
| (0.3 | ) |
| 2,073.2 |
|
| — |
|
| 1,917.4 |
|
| Equity earnings (loss) in subsidiaries, net of tax | 1,460.9 |
| | 1,458.6 |
| | 1,183.7 |
| | 1,190.5 |
| | 1,213.0 |
| | 195.6 |
| | — |
| | (6,702.3 | ) | | — |
|
| Interest expense | — |
| | — |
| | 0.4 |
| | (130.3 | ) | | (46.8 | ) | | (43.0 | ) | | (1.0 | ) | | — |
| | (220.7 | ) |
| Intercompany interest and fees | (92.7 | ) | | — |
| | 41.1 |
| | (196.5 | ) | | 25.1 |
| | (11.2 | ) | | 234.2 |
| | — |
| | — |
|
| Other income/(expense), net | — |
| | — |
| | (48.8 | ) | | 0.7 |
| | (10.5 | ) | | 0.1 |
| | 22.1 |
| | — |
| | (36.4 | ) |
| Earnings (loss) before income taxes | 1,328.6 |
|
| 1,458.6 |
|
| 1,176.0 |
|
| 864.1 |
|
| 1,065.6 |
|
| 141.2 |
|
| 2,328.5 |
|
| (6,702.3 | ) |
| 1,660.3 |
|
| Benefit (provision) for income taxes | 9.0 |
| | — |
| | — |
| | 86.2 |
| | 145.0 |
| | — |
| | (521.5 | ) | | — |
| | (281.3 | ) |
| Earnings (loss) from continuing operations | 1,337.6 |
|
| 1,458.6 |
|
| 1,176.0 |
|
| 950.3 |
|
| 1,210.6 |
|
| 141.2 |
|
| 1,807.0 |
|
| (6,702.3 | ) |
| 1,379.0 |
|
| Discontinued operations, net of tax | — |
| | — |
| | — |
| | — |
| | (20.1 | ) | | — |
| | (1.4 | ) | | — |
| | (21.5 | ) |
| Net earnings (loss) | 1,337.6 |
|
| 1,458.6 |
|
| 1,176.0 |
|
| 950.3 |
|
| 1,190.5 |
|
| 141.2 |
|
| 1,805.6 |
|
| (6,702.3 | ) |
| 1,357.5 |
|
| Less: Net earnings attributable to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (19.9 | ) | | — |
| | (19.9 | ) |
| Net earnings attributable to Ingersoll-Rand plc | $ | 1,337.6 |
|
| $ | 1,458.6 |
|
| $ | 1,176.0 |
|
| $ | 950.3 |
|
| $ | 1,190.5 |
|
| $ | 141.2 |
|
| $ | 1,785.7 |
|
| $ | (6,702.3 | ) |
| $ | 1,337.6 |
|
| | | | | | | | | | | | | | | | | | |
| Other comprehensive income (loss), net of tax | (185.3 | ) | | (184.7 | ) | | (174.2 | ) | | (86.2 | ) | | (86.2 | ) | | (83.5 | ) | | (256.2 | ) | | 871.0 |
| | (185.3 | ) |
| Comprehensive income attributable to Ingersoll-Rand plc | $ | 1,152.3 |
| | $ | 1,273.9 |
| | $ | 1,001.8 |
| | $ | 864.1 |
| | $ | 1,104.3 |
| | $ | 57.7 |
| | $ | 1,529.5 |
| | $ | (5,831.3 | ) | | $ | 1,152.3 |
|
Condensed Consolidating Statement of Comprehensive Income
For the year ended December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | Plc | | Irish Holdings | | Lux International | | Global
Holding | | New
Jersey | | Lux
Finance | | Other
Subsidiaries | | Consolidating
Adjustments | |
Consolidated |
| Net revenues | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 14,197.6 |
| | $ | — |
| | $ | 14,197.6 |
|
| Cost of goods sold | — |
| | — |
| | — |
| | — |
| | (25.2 | ) | | — |
| | (9,786.4 | ) | | — |
| | (9,811.6 | ) |
| Selling and administrative expenses | (15.6 | ) | | — |
| | (0.1 | ) | | (1.2 | ) | | (102.9 | ) | | (0.2 | ) | | (2,600.7 | ) | | — |
| | (2,720.7 | ) |
| Operating income (loss) | (15.6 | ) |
| — |
|
| (0.1 | ) |
| (1.2 | ) |
| (128.1 | ) |
| (0.2 | ) |
| 1,810.5 |
|
| — |
|
| 1,665.3 |
|
| Equity earnings (loss) in subsidiaries, net of tax | 1,349.2 |
| | 1,334.7 |
| | 982.3 |
| | 565.4 |
| | 1,271.7 |
| | 107.9 |
| | — |
| | (5,611.2 | ) | | — |
|
| Interest expense | — |
| | — |
| | — |
| | (127.0 | ) | | (47.2 | ) | | (41.0 | ) | | (0.6 | ) | | — |
| | (215.8 | ) |
| Intercompany interest and fees | (33.1 | ) | | — |
| | 253.0 |
| | (493.9 | ) | | (514.3 | ) | | (8.2 | ) | | 796.5 |
| | — |
| | — |
|
| Other income/(expense), net | — |
| | — |
| | 0.1 |
| | — |
| | (4.8 | ) | | — |
| | (26.9 | ) | | — |
| | (31.6 | ) |
| Earnings (loss) before income taxes | 1,300.5 |
|
| 1,334.7 |
|
| 1,235.3 |
|
| (56.7 | ) |
| 577.3 |
|
| 58.5 |
|
| 2,579.5 |
|
| (5,611.2 | ) |
| 1,417.9 |
|
| Benefit (provision) for income taxes | 2.1 |
| | — |
| | — |
| | 247.2 |
| | 15.9 |
| | — |
| | (345.4 | ) | | — |
| | (80.2 | ) |
| Earnings (loss) from continuing operations | 1,302.6 |
|
| 1,334.7 |
|
| 1,235.3 |
|
| 190.5 |
|
| 593.2 |
|
| 58.5 |
|
| 2,234.1 |
|
| (5,611.2 | ) |
| 1,337.7 |
|
| Discontinued operations, net of tax | — |
| | — |
| | — |
| | — |
| | (27.9 | ) | | — |
| | 2.5 |
| | — |
| | (25.4 | ) |
| Net earnings (loss) | 1,302.6 |
|
| 1,334.7 |
|
| 1,235.3 |
|
| 190.5 |
|
| 565.3 |
|
| 58.5 |
|
| 2,236.6 |
|
| (5,611.2 | ) |
| 1,312.3 |
|
| Less: Net earnings attributable to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (9.7 | ) | | — |
| | (9.7 | ) |
| Net earnings attributable to Ingersoll-Rand plc | $ | 1,302.6 |
|
| $ | 1,334.7 |
|
| $ | 1,235.3 |
|
| $ | 190.5 |
|
| $ | 565.3 |
|
| $ | 58.5 |
|
| $ | 2,226.9 |
|
| $ | (5,611.2 | ) |
| $ | 1,302.6 |
|
| | | | | | | | | | | | | | | | | | |
| Other comprehensive income (loss), net of tax | 511.7 |
| | 510.3 |
| | 471.1 |
| | 367.8 |
| | 367.3 |
| | 102.1 |
| | 499.0 |
| | (2,317.6 | ) | | 511.7 |
|
| Comprehensive income attributable to Ingersoll-Rand plc | $ | 1,814.3 |
|
| $ | 1,845.0 |
|
| $ | 1,706.4 |
|
| $ | 558.3 |
|
| $ | 932.6 |
|
| $ | 160.6 |
|
| $ | 2,725.9 |
|
| $ | (7,928.8 | ) |
| $ | 1,814.3 |
|
Condensed Consolidating Balance Sheet
December 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | Plc | | Irish Holdings | | Lux International | | Global
Holding | | New
Jersey | | Lux
Finance | | Other
Subsidiaries | | Consolidating
Adjustments | |
Consolidated |
| ASSETS | | | | | | | | | | | | | | | | | |
| Current assets: | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | $ | — |
| | $ | — |
| | $ | 0.1 |
| | $ | — |
| | $ | 313.1 |
| | $ | 0.5 |
| | $ | 989.9 |
| | $ | — |
| | $ | 1,303.6 |
|
| Accounts and notes receivable, net | — |
| | — |
| | 0.2 |
| | — |
| | 0.7 |
| | — |
| | 2,797.2 |
| | — |
| | 2,798.1 |
|
| Inventories | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 1,712.2 |
| | — |
| | 1,712.2 |
|
| Other current assets | 0.3 |
| | — |
| | 2.4 |
| | 39.2 |
| | 82.2 |
| | — |
| | 279.2 |
| | — |
| | 403.3 |
|
| Intercompany receivables | 40.0 |
| | — |
| | 89.7 |
| | — |
| | 4,644.9 |
| | 1,473.7 |
| | 4,967.0 |
| | (11,215.3 | ) | | — |
|
| Total current assets | 40.3 |
| | — |
| | 92.4 |
| | 39.2 |
| | 5,040.9 |
| | 1,474.2 |
| | 10,745.5 |
| | (11,215.3 | ) | | 6,217.2 |
|
| Property, plant and equipment, net | — |
| | — |
| | — |
| | — |
| | 156.9 |
| | — |
| | 1,649.3 |
| | — |
| | 1,806.2 |
|
| Goodwill and other intangible assets, net | — |
| | — |
| | — |
| | — |
| | 2.7 |
| | — |
| | 10,929.2 |
| | — |
| | 10,931.9 |
|
| Other noncurrent assets | — |
| | — |
| | 13.3 |
| | 198.4 |
| | 746.3 |
| | — |
| | 990.2 |
| | (411.2 | ) | | 1,537.0 |
|
| Investments in consolidated subsidiaries | 10,506.2 |
| | 10,488.7 |
| | 4,943.5 |
| | 14,328.0 |
| | 10,140.5 |
| | 1,464.5 |
| | — |
| | (51,871.4 | ) | | — |
|
| Intercompany notes receivable | — |
| | — |
| | 2,781.9 |
| | — |
| | — |
| | — |
| | 2,249.7 |
| | (5,031.6 | ) | | — |
|
| Total assets | $ | 10,546.5 |
| | $ | 10,488.7 |
| | $ | 7,831.1 |
| | $ | 14,565.6 |
| | $ | 16,087.3 |
| | $ | 2,938.7 |
| | $ | 26,563.9 |
| | $ | (68,529.5 | ) | | $ | 20,492.3 |
|
| LIABILITIES AND EQUITY |
| |
| |
| |
| |
| |
| |
| |
| |
|
| Current liabilities: | | | | | | | | | | | | | | | | | |
| Accounts payable and accrued expenses | $ | 10.1 |
| | $ | — |
| | $ | — |
| | $ | 17.8 |
| | $ | 438.7 |
| | $ | 23.3 |
| | $ | 3,721.5 |
| | $ | — |
| | $ | 4,211.4 |
|
| Short-term borrowings and current maturities of long-term debt | — |
| | — |
| | — |
| | — |
| | 350.4 |
| | 299.8 |
| | 0.3 |
| | — |
| | 650.5 |
|
| Intercompany payables | 3,268.8 |
| | — |
| | 2,917.4 |
| | 3,920.5 |
| | 1,058.9 |
| | 29.4 |
| | 20.3 |
| | (11,215.3 | ) | | — |
|
| Total current liabilities | 3,278.9 |
| | — |
| | 2,917.4 |
| | 3,938.3 |
| | 1,848.0 |
| | 352.5 |
| | 3,742.1 |
| | (11,215.3 | ) | | 4,861.9 |
|
| Long-term debt | — |
| | — |
| | — |
| | 2,332.4 |
| | 312.1 |
| | 2,278.3 |
| | 0.1 |
| | — |
| | 4,922.9 |
|
| Other noncurrent liabilities | — |
| | — |
| | — |
| | 0.3 |
| | 1,107.7 |
| | — |
| | 2,698.3 |
| | (411.2 | ) | | 3,395.1 |
|
| Intercompany notes payable | — |
| | — |
| | — |
| | 3,699.7 |
| | — |
| | — |
| | 1,331.9 |
| | (5,031.6 | ) | | — |
|
| Total liabilities | 3,278.9 |
| | — |
| | 2,917.4 |
| | 9,970.7 |
| | 3,267.8 |
| | 2,630.8 |
| | 7,772.4 |
| | (16,658.1 | ) | | 13,179.9 |
|
| Equity: | | | | | | | | | | | | | | | | | |
| Total equity | 7,267.6 |
| | 10,488.7 |
| | 4,913.7 |
| | 4,594.9 |
| | 12,819.5 |
| | 307.9 |
| | 18,791.5 |
| | (51,871.4 | ) | | 7,312.4 |
|
| Total liabilities and equity | $ | 10,546.5 |
| | $ | 10,488.7 |
| | $ | 7,831.1 |
| | $ | 14,565.6 |
| | $ | 16,087.3 |
| | $ | 2,938.7 |
| | $ | 26,563.9 |
| | $ | (68,529.5 | ) | | $ | 20,492.3 |
|
Condensed Consolidating Balance Sheet
December 31, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | Plc | | Irish Holdings | | Lux International | | Global
Holding | | New
Jersey | | Lux
Finance | | Other
Subsidiaries | | Consolidating
Adjustments | |
Consolidated |
| ASSETS | | | | | | | | | | | | | | | | | |
| Current assets: | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | $ | — |
| | $ | 0.1 |
| | $ | 0.2 |
| | $ | — |
| | $ | 357.7 |
| | $ | — |
| | $ | 545.4 |
| | $ | — |
| | $ | 903.4 |
|
| Accounts and notes receivable, net | — |
| | — |
| | 0.1 |
| | — |
| | 1.5 |
| | — |
| | 2,677.6 |
| | — |
| | 2,679.2 |
|
| Inventories | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 1,677.8 |
| | — |
| | 1,677.8 |
|
| Other current assets | 0.2 |
| | — |
| | 7.8 |
| | — |
| | 86.9 |
| | — |
| | 377.5 |
| | (0.8 | ) | | 471.6 |
|
| Intercompany receivables | 59.5 |
| | — |
| | 3.9 |
| | — |
| | 3,831.0 |
| | 0.1 |
| | 3,970.9 |
| | (7,865.4 | ) | | — |
|
| Total current assets | 59.7 |
| | 0.1 |
| | 12.0 |
| | — |
| | 4,277.1 |
| | 0.1 |
| | 9,249.2 |
| | (7,866.2 | ) | | 5,732.0 |
|
| Property, plant and equipment, net | — |
| | — |
| | 0.1 |
| | — |
| | 163.6 |
| | — |
| | 1,567.1 |
| | — |
| | 1,730.8 |
|
| Goodwill and other intangible assets, net | — |
| | — |
| | — |
| | — |
| | 6.8 |
| | — |
| | 9,587.4 |
| | — |
| | 9,594.2 |
|
| Other noncurrent assets | — |
| | — |
| | 8.0 |
| | 180.0 |
| | 508.4 |
| | — |
| | 613.2 |
| | (451.7 | ) | | 857.9 |
|
| Investments in consolidated subsidiaries | 9,308.9 |
| | 9,267.8 |
| | 3,935.4 |
| | 11,742.6 |
| | 10,778.8 |
| | 1,264.2 |
| | — |
| | (46,297.7 | ) | | — |
|
| Intercompany notes receivable | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2,249.7 |
| | (2,249.7 | ) | | — |
|
| Total assets | $ | 9,368.6 |
| | $ | 9,267.9 |
| | $ | 3,955.5 |
| | $ | 11,922.6 |
| | $ | 15,734.7 |
| | $ | 1,264.3 |
| | $ | 23,266.6 |
| | $ | (56,865.3 | ) | | $ | 17,914.9 |
|
| LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | | | | | | | |
| Accounts payable and accrued expenses | $ | 11.3 |
| | $ | — |
| | $ | 0.1 |
| | $ | 41.7 |
| | $ | 347.0 |
| | $ | 6.9 |
| | $ | 3,558.9 |
| | $ | (0.8 | ) | | $ | 3,965.1 |
|
| Short-term borrowings and current maturities of long-term debt | — |
| | — |
| | — |
| | — |
| | 350.4 |
| | — |
| | 0.2 |
| | — |
| | 350.6 |
|
| Intercompany payables | 2,334.6 |
| | — |
| | 132.9 |
| | 3,518.7 |
| | 1,879.0 |
| | 0.2 |
| | — |
| | (7,865.4 | ) | | — |
|
| Total current liabilities | 2,345.9 |
| | — |
| | 133.0 |
| | 3,560.4 |
| | 2,576.4 |
| | 7.1 |
| | 3,559.1 |
| | (7,866.2 | ) | | 4,315.7 |
|
| Long-term debt | — |
| | — |
| | — |
| | 2,330.0 |
| | 319.5 |
| | 1,091.0 |
| | 0.2 |
| | — |
| | 3,740.7 |
|
| Other noncurrent liabilities | — |
| | — |
| | — |
| | 5.5 |
| | 1,096.1 |
| | — |
| | 2,143.8 |
| | (451.7 | ) | | 2,793.7 |
|
| Intercompany notes payable | — |
| | — |
| | — |
| | 2,249.7 |
| | — |
| | — |
| | — |
| | (2,249.7 | ) | | — |
|
| Total liabilities | 2,345.9 |
| | — |
| | 133.0 |
| | 8,145.6 |
| | 3,992.0 |
| | 1,098.1 |
| | 5,703.1 |
| | (10,567.6 | ) | | 10,850.1 |
|
| Equity: | | | | | | | | | | | | | | | | | |
| Total equity | 7,022.7 |
| | 9,267.9 |
| | 3,822.5 |
| | 3,777.0 |
| | 11,742.7 |
| | 166.2 |
| | 17,563.5 |
| | (46,297.7 | ) | | 7,064.8 |
|
| Total liabilities and equity | $ | 9,368.6 |
| | $ | 9,267.9 |
| | $ | 3,955.5 |
| | $ | 11,922.6 |
| | $ | 15,734.7 |
| | $ | 1,264.3 |
| | $ | 23,266.6 |
| | $ | (56,865.3 | ) | | $ | 17,914.9 |
|
Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | Plc | | Irish Holdings | | Lux International | | Global
Holding | | New
Jersey | | Lux
Finance | | Other
Subsidiaries | | Consolidating
Adjustments | |
Consolidated |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | | |
| Net cash provided by (used in) continuing operating activities | $ | 191.7 |
| | $ | — |
| | $ | 134.8 |
| | $ | (332.7 | ) | | $ | 1,522.6 |
| | $ | (66.1 | ) | | $ | 506.0 |
| | $ | — |
| | $ | 1,956.3 |
|
| Net cash provided by (used in) discontinued operating activities | — |
| | — |
| | — |
| | — |
| | (41.3 | ) | | — |
| | 4.5 |
| | — |
| | (36.8 | ) |
| Net cash provided by (used in) operating activities | 191.7 |
|
| — |
|
| 134.8 |
|
| (332.7 | ) |
| 1,481.3 |
|
| (66.1 | ) |
| 510.5 |
|
| — |
|
| 1,919.5 |
|
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | |
| Capital expenditures | — |
| | — |
| | — |
| | — |
| | (12.7 | ) | | — |
| | (241.4 | ) | | — |
| | (254.1 | ) |
| Acquisitions and equity method investments, net of cash acquired | — |
| | — |
| | (58.0 | ) | | (1,446.3 | ) | | — |
| | — |
| | (35.4 | ) | | — |
| | (1,539.7 | ) |
| Proceeds from sale of property, plant and equipment | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 3.8 |
| | — |
| | 3.8 |
|
| Other investing activities, net | — |
| | — |
| | — |
| | — |
| | 4.3 |
| | — |
| | 5.7 |
| | — |
| | 10.0 |
|
| Intercompany investing activities, net | 150.4 |
| | 149.8 |
| | (1,454.0 | ) | | — |
| | 889.2 |
| | (1,449.9 | ) | | 2,040.1 |
| | (325.6 | ) | | — |
|
| Net cash provided by (used in) investing activities | 150.4 |
|
| 149.8 |
|
| (1,512.0 | ) |
| (1,446.3 | ) |
| 880.8 |
|
| (1,449.9 | ) |
| 1,772.8 |
|
| (325.6 | ) |
| (1,780.0 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | |
| Net proceeds from (payments of) debt | — |
| | — |
| | — |
| | — |
| | (7.5 | ) | | 1,497.9 |
| | — |
| | — |
| | 1,490.4 |
|
| Debt issuance costs | — |
| | — |
| | — |
| | — |
| | (0.2 | ) | | (12.9 | ) | | — |
| | — |
| | (13.1 | ) |
| Dividends paid to ordinary shareholders | (510.1 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (510.1 | ) |
| Dividends paid to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (15.8 | ) | | — |
| | (15.8 | ) |
| Proceeds from shares issued under incentive plans | 116.8 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 116.8 |
|
| Repurchase of ordinary shares | (750.1 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (750.1 | ) |
| Other financing activities, net | (44.3 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (3.3 | ) | | — |
| | (47.6 | ) |
| Intercompany financing activities, net | 845.6 |
| | (149.9 | ) | | 1,377.1 |
| | 1,779.0 |
| | (2,399.0 | ) | | 31.5 |
| | (1,809.9 | ) | | 325.6 |
| | — |
|
| Net cash provided by (used in) financing activities | (342.1 | ) |
| (149.9 | ) |
| 1,377.1 |
|
| 1,779.0 |
|
| (2,406.7 | ) |
| 1,516.5 |
|
| (1,829.0 | ) |
| 325.6 |
|
| 270.5 |
|
| Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (9.8 | ) | | — |
| | (9.8 | ) |
| Net increase (decrease) in cash and cash equivalents | — |
|
| (0.1 | ) |
| (0.1 | ) |
| — |
|
| (44.6 | ) |
| 0.5 |
|
| 444.5 |
|
| — |
|
| 400.2 |
|
| Cash and cash equivalents - beginning of period | — |
| | 0.1 |
| | 0.2 |
| | — |
| | 357.7 |
| | — |
| | 545.4 |
| | — |
| | 903.4 |
|
| Cash and cash equivalents - end of period | $ | — |
|
| $ | — |
|
| $ | 0.1 |
|
| $ | — |
|
| $ | 313.1 |
|
| $ | 0.5 |
|
| $ | 989.9 |
|
| $ | — |
|
| $ | 1,303.6 |
|
Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | Plc | | Irish Holdings | | Lux International | | Global
Holding | | New
Jersey | | Lux
Finance | | Other
Subsidiaries | | Consolidating
Adjustments | |
Consolidated |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | | |
| Net cash provided by (used in) continuing operating activities | $ | 78.8 |
| | $ | (2.7 | ) | | $ | 31.5 |
| | $ | (217.6 | ) | | $ | 1,321.4 |
| | $ | (52.0 | ) | | $ | 315.1 |
| | $ | — |
| | $ | 1,474.5 |
|
| Net cash provided by (used in) discontinued operating activities | — |
| | — |
| | — |
| | — |
| | (65.3 | ) | | — |
| | (1.4 | ) | | — |
| | (66.7 | ) |
| Net cash provided by (used in) operating activities | 78.8 |
|
| (2.7 | ) |
| 31.5 |
|
| (217.6 | ) |
| 1,256.1 |
|
| (52.0 | ) |
| 313.7 |
|
| — |
|
| 1,407.8 |
|
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | |
| Capital expenditures | — |
| | — |
| | — |
| | — |
| | (62.0 | ) | | — |
| | (303.6 | ) | | — |
| | (365.6 | ) |
| Acquisitions and equity method investments, net of cash acquired | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (285.2 | ) | | — |
| | (285.2 | ) |
| Proceeds from sale of property, plant and equipment | — |
| | — |
| | — |
| | — |
| | 9.0 |
| | — |
| | 13.1 |
| | — |
| | 22.1 |
|
| Other investing activities, net | — |
| | — |
| | (7.9 | ) | | — |
| | 3.0 |
| | — |
| | 4.2 |
| | — |
| | (0.7 | ) |
| Intercompany investing activities, net | 1,058.7 |
| | (481.2 | ) | | 545.4 |
| | 9.5 |
| | 307.1 |
| | — |
| | 2,463.0 |
| | (3,902.5 | ) | | — |
|
| Net cash provided by (used in) investing activities | 1,058.7 |
|
| (481.2 | ) |
| 537.5 |
|
| 9.5 |
|
| 257.1 |
|
| — |
|
| 1,891.5 |
|
| (3,902.5 | ) |
| (629.4 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | |
| Net proceeds from (payments of) debt | — |
| | — |
| | — |
| | 31.6 |
| | (7.5 | ) | | — |
| | (6.5 | ) | | — |
| | 17.6 |
|
| Debt issuance costs | — |
| | — |
| | — |
| | (12.0 | ) | | — |
| | — |
| | — |
| | — |
| | (12.0 | ) |
| Dividends paid to ordinary shareholders | (479.5 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (479.5 | ) |
| Dividends paid to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (41.4 | ) | | — |
| | (41.4 | ) |
| Proceeds from shares issued under incentive plans | 68.9 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 68.9 |
|
| Repurchase of ordinary shares | (900.2 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (900.2 | ) |
| Other financing activities, net | (25.8 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (6.4 | ) | | — |
| | (32.2 | ) |
| Intercompany financing activities, net | 199.1 |
| | 484.0 |
| | (569.4 | ) | | 188.5 |
| | (1,499.1 | ) | | 52.0 |
| | (2,757.6 | ) | | 3,902.5 |
| | — |
|
| Net cash provided by (used in) financing activities | (1,137.5 | ) |
| 484.0 |
|
| (569.4 | ) |
| 208.1 |
|
| (1,506.6 | ) |
| 52.0 |
|
| (2,811.9 | ) |
| 3,902.5 |
|
| (1,378.8 | ) |
| Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (45.6 | ) | | — |
| | (45.6 | ) |
| Net increase (decrease) in cash and cash equivalents | — |
|
| 0.1 |
|
| (0.4 | ) |
| — |
|
| 6.6 |
|
| — |
|
| (652.3 | ) |
| — |
|
| (646.0 | ) |
| Cash and cash equivalents – beginning of period | — |
| | — |
| | 0.6 |
| | — |
| | 351.1 |
| | — |
| | 1,197.7 |
| | — |
| | 1,549.4 |
|
| Cash and cash equivalents – end of period | $ | — |
|
| $ | 0.1 |
|
| $ | 0.2 |
|
| $ | — |
|
| $ | 357.7 |
|
| $ | — |
|
| $ | 545.4 |
|
| $ | — |
|
| $ | 903.4 |
|
Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2017
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| In millions | Plc | | Irish Holdings | | Lux International | | Global
Holding | | New
Jersey | | Lux
Finance | | Other
Subsidiaries | | Consolidating
Adjustments | |
Consolidated |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | | |
| Net cash provided by (used in) continuing operating activities | $ | 83.8 |
| | $ | — |
| | $ | (42.8 | ) | | $ | (284.9 | ) | | $ | 305.9 |
| | $ | (48.0 | ) | | $ | 1,547.6 |
| | $ | — |
| | $ | 1,561.6 |
|
| Net cash provided by (used in) discontinued operating activities | — |
| | — |
| | — |
| | — |
| | (36.9 | ) | | — |
| | (1.2 | ) | | — |
| | (38.1 | ) |
| Net cash provided by (used in) operating activities | 83.8 |
|
| — |
|
| (42.8 | ) |
| (284.9 | ) |
| 269.0 |
|
| (48.0 | ) |
| 1,546.4 |
|
| — |
|
| 1,523.5 |
|
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | |
| Capital expenditures | — |
| | — |
| | — |
| | — |
| | (56.4 | ) | | — |
| | (164.9 | ) | | — |
| | (221.3 | ) |
| Acquisitions and equity method investments, net of cash acquired | — |
| | — |
| | — |
| | — |
| | (2.7 | ) | | — |
| | (154.9 | ) | | — |
| | (157.6 | ) |
| Proceeds from sale of property, plant and equipment | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 1.5 |
| | — |
| | 1.5 |
|
| Other investing activities, net | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2.7 |
| | — |
| | 2.7 |
|
| Intercompany investing activities, net | 285.1 |
| | 285.2 |
| | 2,050.2 |
| | 270.1 |
| | 4,933.4 |
| | 11.7 |
| | 6,713.1 |
| | (14,548.8 | ) | | — |
|
| Net cash provided by (used in) investing activities | 285.1 |
|
| 285.2 |
|
| 2,050.2 |
|
| 270.1 |
|
| 4,874.3 |
|
| 11.7 |
|
| 6,397.5 |
|
| (14,548.8 | ) |
| (374.7 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | |
| Net proceeds from (payments of) debt | — |
| | — |
| | — |
| | — |
| | (7.5 | ) | | — |
| | (4.2 | ) | | — |
| | (11.7 | ) |
| Debt issuance costs | — |
| | — |
| | — |
| | (0.2 | ) | | — |
| | — |
| | — |
| | — |
| | (0.2 | ) |
| Dividends paid to ordinary shareholders | (430.1 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (430.1 | ) |
| Dividends paid to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (15.8 | ) | | — |
| | (15.8 | ) |
| Acquisition of noncontrolling interest | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (6.8 | ) | | — |
| | (6.8 | ) |
| Proceeds from shares issued under incentive plans | 76.7 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 76.7 |
|
| Repurchase of ordinary shares | (1,016.9 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,016.9 | ) |
| Other financing activities, net | (25.4 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (2.3 | ) | | — |
| | (27.7 | ) |
| Intercompany financing activities, net | 1,026.8 |
| | (285.2 | ) | | (2,006.8 | ) | | 15.0 |
| | (5,414.8 | ) | | 36.3 |
| | (7,920.1 | ) | | 14,548.8 |
| | — |
|
| Net cash provided by (used in) financing activities | (368.9 | ) |
| (285.2 | ) |
| (2,006.8 | ) |
| 14.8 |
|
| (5,422.3 | ) |
| 36.3 |
|
| (7,949.2 | ) |
| 14,548.8 |
|
| (1,432.5 | ) |
| Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 118.4 |
| | — |
| | 118.4 |
|
| Net increase (decrease) in cash and cash equivalents | — |
|
| — |
|
| 0.6 |
|
| — |
|
| (279.0 | ) |
| — |
|
| 113.1 |
|
| — |
|
| (165.3 | ) |
| Cash and cash equivalents – beginning of period | — |
| | — |
| | — |
| | — |
| | 630.1 |
| | — |
| | 1,084.6 |
| | — |
| | 1,714.7 |
|
| Cash and cash equivalents – end of period | $ | — |
|
| $ | — |
|
| $ | 0.6 |
|
| $ | — |
|
| $ | 351.1 |
|
| $ | — |
|
| $ | 1,197.7 |
|
| $ | — |
|
| $ | 1,549.4 |
|
SCHEDULE II
INGERSOLL-RAND PLC
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31 2019, 2018 AND 2017
(Amounts in millions)
|
| | | |
| Allowances for Doubtful Accounts: | |
| | |
| Balance December 31, 2016 | $ | 26.0 |
|
| Additions charged to costs and expenses | 9.7 |
|
Deductions (a) | (9.7 | ) |
| Currency translation | 1.3 |
|
| Other | (0.4 | ) |
| | |
| Balance December 31, 2017 | 26.9 |
|
| Additions charged to costs and expenses | 15.3 |
|
Deductions (a) | (9.1 | ) |
| Business acquisitions and divestitures, net | 0.5 |
|
| Currency translation | (0.9 | ) |
| | |
| Balance December 31, 2018 | 32.7 |
|
| Additions charged to costs and expenses | 15.2 |
|
Deductions (a) | (7.1 | ) |
| Business acquisitions and divestitures, net | 1.5 |
|
| Currency translation | (0.1 | ) |
| Balance December 31, 2019 | $ | 42.2 |
|
|
| |
(a) | “Deductions” include accounts and advances written off, less recoveries. |
