X
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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—
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ireland
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98-0626632
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Ordinary Shares,
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New York Stock Exchange
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Par Value $1.00 per Share
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Page
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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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
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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
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Item 15.
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•
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overall economic, political and business conditions in the markets in which we operate;
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•
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the demand for our products and services;
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•
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competitive factors in the industries in which we compete;
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•
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changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations);
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the outcome of any litigation, governmental investigations or proceedings;
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the outcome of any income tax audits or settlements;
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interest rate fluctuations and other changes in borrowing costs;
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•
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other capital market conditions, including availability of funding sources and currency exchange rate fluctuations;
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availability of and fluctuations in the prices of key commodities and the impact of higher energy prices;
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•
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the ability to achieve cost savings in connection with our productivity programs;
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•
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potential further impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets;
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the possible effects on us of future legislation in the U.S. that may limit or eliminate potential U.S. tax benefits resulting from our incorporation in a non-U.S. jurisdiction, such as Ireland, or deny U.S. government contracts to us based upon our incorporation in such non-U.S. jurisdiction; and
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•
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our ability to complete the proposed spin-off of our commercial and residential security businesses and fully realize the expected benefits of such transaction.
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Climate Solutions
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Aftermarket parts and service
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Energy management services
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Air cleaners
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Facility management services
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Air conditioners
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Furnaces
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Air exchangers
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Gensets
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Air handlers
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Heat pumps
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Airside and terminal devices
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Humidifiers
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Auxiliary idle reduction
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Installation contracting
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Auxiliary temperature management
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Package heating and cooling systems
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Building management systems
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Performance contracting
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Bus and rail HVAC systems
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Repair Services
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Chillers
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Service Agreements
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Coils and condensers
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Temporary heating and cooling systems
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Container refrigeration equipment
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Thermostats/controls
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Control systems
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Trailer refrigeration equipment
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Cryogenic refrigeration systems
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Unitary systems
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Diesel-powered refrigeration systems
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Vehicle-powered truck refrigeration systems
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Residential Solutions
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Air cleaners
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Furnaces
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Air conditioners
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Heat pumps
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Air exchangers
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Humidifiers
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Air handlers
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Package heating and cooling systems
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Door locks, latches and locksets
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Portable security products
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Electrical security products
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Thermostats/controls
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Electronic access-control systems
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Unitary systems
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Industrial Technologies
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Air compressors (centrifugal, reciprocating, and rotary)
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Hoists (air, electric, and manual)
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Aftermarket parts and accessories
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Motion control components
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Airends
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Power tools (air, cordless, and electric)
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Blowers
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Precision fastening systems
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Dryers
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Pumps (diaphragm and piston)
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Engine starting systems
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Rough terrain (AWD) vehicles
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Ergonomic material handling systems
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Service contracts and programs
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Filters
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Utility and low-speed vehicles
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Fluid handling systems
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Visage® mobile golf information systems
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Golf vehicles
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Winches (air, electric, and hydraulic)
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Security Technologies
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Biometric access control systems
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Electrical security products
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Door closers and controls
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Electronic access-control systems
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Door locks, latches and locksets
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Exit devices
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Doors and door frames (steel)
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Time, attendance, and personnel scheduling systems
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In millions
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2012
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2011
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Climate Solutions
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$
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1,444.6
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$
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1,395.8
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Residential Solutions
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49.1
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42.8
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Industrial Technologies
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481.1
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489.5
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Security Technologies
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159.6
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135.1
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Total
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$
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2,134.4
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$
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2,063.2
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•
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changes in local laws and regulations or imposition of currency restrictions and other restraints;
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limitation of ownership rights, including expropriation of assets by a local government, and limitation on the ability to repatriate earnings;
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sovereign debt crisis and currency instability in developed and developing countries;
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imposition of burdensome tariffs and quotas;
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difficulty in staffing and managing global operations;
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difficulty of enforcing agreements, collecting receivables and protecting assets through non-U.S. legal systems;
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national and international conflict, including war, civil disturbances and terrorist acts; and
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economic downturns and social and political instability.
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Execution of the proposed spin-off 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.
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Our employees may also be distracted due to uncertainty about their future roles with each of the separate companies pending the completion of the spin-off.
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Some of our suppliers or customers may delay or defer decisions or may end their relationships with us or our commercial and residential security businesses, which could negatively affect revenues, earnings and cash flows of the Company and our commercial and residential security businesses.
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We will be required to pay certain costs and expenses relating to the spin-off, such as legal, accounting and other professional fees, whether or not it is completed.
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We may experience negative reactions from the financial markets if we fail to complete the spin-off.
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Climate Solutions
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Americas
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Europe, Middle East, Africa
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Asia Pacific
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Curitiba, Brazil
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Kolin, Czech Republic
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Zhong Shan, China
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Arecibo, Puerto Rico
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Charmes, France
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Taicang, China
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Fort Smith, Arkansas
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Golbey, France
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Penang, Malaysia
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Pueblo, Colorado
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Galway, Ireland
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Samuthprakarn, Thailand
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Lynn Haven, Florida
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Barcelona, Spain
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Macon, Georgia
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Rushville, Indiana
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Lexington, Kentucky
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Minneapolis, Minnesota
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Hastings, Nebraska
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Columbia, South Carolina
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Clarksville, Tennessee
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Waco, Texas
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La Crosse, Wisconsin
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Residential Solutions
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Americas
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Europe, Middle East, Africa
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Asia Pacific
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Ensenada, Mexico
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Monterrey, Mexico
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Tecate, Mexico
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Tijuana, Mexico
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Fort Smith, Arkansas
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Vidalia, Georgia
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Trenton, New Jersey
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Tyler, Texas
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Industrial Technologies
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Americas
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Europe, Middle East, Africa
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Asia Pacific
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Dorval, Canada
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Unicov, Czech Republic
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Changzhou, China
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Augusta, Georgia
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Douai, France
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Guilin, China
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Campbellsville, Kentucky
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Wasquehal, France
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Nanjing, China
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Mocksville, North Carolina
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Oberhausen, Germany
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Wujiang, China
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Southern Pines, North Carolina
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Fogliano Redipuglia, Italy
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Ahmedabad, India
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West Chester, Pennsylvania
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Vignate, Italy
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Ghaziabad, India
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Seattle, Washington
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Logatec, Slovenia
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Security Technologies
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Americas
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Europe, Middle East, Africa
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Asia Pacific
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Security, Colorado
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Sittingbourne, England
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Shanghai, China
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Princeton, Illinois
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Feuquieres, France
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Indianapolis, Indiana
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Durchausen, Germany
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Cincinnati, Ohio
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Renchen, Germany
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Faenza, Italy
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Monsampolo, Italy
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Duzce, Turkey
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Name and Age
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Date of
Service as
an Executive
Officer
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Principal Occupation and
Other Information for Past Five Years
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Michael W. Lamach (49)
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2/16/2004
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Chairman of the Board (since June 2010) and Chief Executive Officer and President (since February 2010); President and Chief Operating Officer (2009-2010); Senior Vice President and President, Trane Commercial Systems (2008-2009); Senior Vice President and President, Security Technologies (2004-2008)
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Steven R. Shawley (60)
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8/1/2005
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Senior Vice President and Chief Financial Officer (since June 2008); Senior Vice President and President, Climate Control Technologies (2005-2008)
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Marcia J. Avedon (51)
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2/7/2007
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Senior Vice President, Human Resources and Communications (since February 2007)
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Paul A. Camuti (51)
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8/1/2011
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Senior Vice President, Innovation and Chief Technology Officer (since August 2011); President, Smart Grid Applications, Siemens Energy, Inc. (an energy technology subsidiary of Siemens Corporation) (2010 -2011); President, Research Division, Siemens Corporation (a diversified global technology company) (2009 - 2010); President and Chief Executive Officer, Siemens Corporate Research, Inc. (the research subsidiary of Siemens Corporation) (2005 - 2009)
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John W. Conover IV (58)
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7/1/2009
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Senior Vice President and President, Security Technologies (since July 2009); President, Trane Commercial Systems, Americas (2005-2009)
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Robert L. Katz (50)
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11/1/2010
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Senior Vice President and General Counsel (since November 2010); Federal- Mogul Corporation (a global automotive supplier), Senior Vice President, General Counsel and Corporate Secretary (2007-2010)
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Gary S. Michel (50)
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8/1/2011
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Senior Vice President and President, Residential Solutions (since August 2011); President and Chief Executive Officer, Club Car (2007 - 2011)
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Didier Teirlinck (56)
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6/4/2008
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Senior Vice President and President, Climate Solutions (since October 2009); President, Climate Control Technologies (since June 2008); President, Climate Control Europe (2005-2008)
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Todd D. Wyman (45)
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11/16/2009
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Senior Vice President, Global Operations and Integrated Supply Chain (since November 2009); GE Transportation (a unit of General Electric Company), Vice President, Global Supply Chain (2007-2009)
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Robert G. Zafari (54)
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7/1/2010
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Senior Vice President and President, Industrial Technologies (since July 2010); President, TCS and Climate Solutions EMEIA (2009-2010); President, Security Technologies ESA (2007-2008)
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Richard J. Weller (56)
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9/8/2008
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Vice President and Controller (since September 2008); Vice President, Finance (2008); Vice President, Finance, Security Technologies Sector (2005-2008)
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Ordinary shares
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2012
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High
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Low
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Dividend
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First quarter
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$
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41.98
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$
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31.24
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$
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—
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Second quarter
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45.62
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38.24
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0.16
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Third quarter
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47.71
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39.21
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0.16
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Fourth quarter *
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50.03
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43.85
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0.37
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2011
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High
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Low
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Dividend
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||||||
First quarter
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$
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49.07
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$
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43.97
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$
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0.07
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Second quarter
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52.33
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42.75
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0.12
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Third quarter
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47.22
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26.13
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0.12
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Fourth quarter **
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34.18
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26.48
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0.28
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Period
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Total number of shares purchased (000's) (a) (b)
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Average price paid per share (a) (b)
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Total number of shares purchased as part of program (000's) (a)
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Approximate dollar value of shares still available to be purchased under the program ($000's) (a) (c)
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October 1 - October 31
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3,802.5
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$
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45.33
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3,802.1
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$
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296,251
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November 1 - November 30
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3,362.6
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46.82
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3,362.6
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138,808
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December 1 - December 31
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2,804.4
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48.15
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2,802.6
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3,875
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Total
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9,969.5
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$
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46.63
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9,967.3
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Company/Index
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2007
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2008
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2009
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2010
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2011
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2012
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Ingersoll Rand
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100
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38
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81
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107
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70
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112
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S&P 500
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100
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63
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80
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92
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94
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109
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S&P 500 Industrials Index
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100
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60
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73
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92
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92
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106
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At and for the years ended December 31,
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2012
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2011
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2010
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2009
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2008
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Net revenues
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$
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14,034.9
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$
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14,782.0
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$
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14,001.1
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$
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13,009.1
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$
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12,927.9
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||||||||||
Net earnings (loss) attributable to Ingersoll-Rand plc ordinary shareholders:
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Continuing operations
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1,024.3
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400.0
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759.7
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488.1
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(2,527.6
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)
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Discontinued operations
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(5.7
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)
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(56.8
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)
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(117.5
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)
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(36.8
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)
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(97.2
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)
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|||||
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||||||||||
Total assets
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18,492.9
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18,844.1
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19,990.9
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19,991.0
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20,924.5
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|||||
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||||||||||
Total debt
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3,233.0
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3,642.6
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3,683.9
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4,096.6
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5,124.1
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|||||
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||||||||||
Total Ingersoll-Rand plc shareholders’ equity
|
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7,147.8
|
|
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6,924.3
|
|
|
7,964.3
|
|
|
7,071.8
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6,661.4
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|||||
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||||||||||
Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders:
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||||||||||
Basic:
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|
|
|
|
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||||||||||
Continuing operations
|
|
$
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3.37
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|
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$
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1.23
|
|
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$
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2.34
|
|
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$
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1.52
|
|
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$
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(8.41
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)
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Discontinued operations
|
|
(0.02
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)
|
|
(0.17
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)
|
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(0.36
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)
|
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(0.11
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)
|
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(0.32
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)
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|||||
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||||||||||
Diluted:
|
|
|
|
|
|
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|
|
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||||||||||
Continuing operations
|
|
$
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3.30
|
|
|
$
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1.18
|
|
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$
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2.24
|
|
|
$
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1.48
|
|
|
$
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(8.41
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)
|
Discontinued operations
|
|
(0.02
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)
|
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(0.17
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)
|
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(0.35
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)
|
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(0.11
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)
|
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(0.32
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)
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|||||
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||||||||||
Dividends declared per ordinary share
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$
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0.69
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|
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$
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0.59
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$
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0.28
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|
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$
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0.50
|
|
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$
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0.72
|
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1.
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2008 amounts include the results of Trane subsequent to the acquisition date (June 5, 2008 through December 31, 2008).
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2.
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2008 Earnings (loss) from continuing operations include an after-tax, non-cash asset impairment charge of $3.4 billion that was recognized in the fourth quarter.
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3.
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2011 amounts represent the operating results of the Hussmann Business and Branches through their respective divestiture and transaction dates of September 30, 2011 and November 30, 2011.
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4.
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2011 Earnings (loss) from continuing operations include an after-tax loss on sale and impairment charges related to the Hussmann divestiture of $
546 million
.
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5.
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2011 Dividends declared per ordinary share includes a dividend of $
0.16
per ordinary share, declared in December 2011, and payable on March 30, 2012 to shareholders of record on March 12, 2012.
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6.
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2012 Dividends declared per ordinary share includes a dividend of $
0.21
per ordinary share, declared in December 2012, and payable on March 28, 2013 to shareholders of record on March 12, 2013.
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Dollar amounts in millions, except per share data
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2012
|
|
% of Revenues
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|
2011
|
|
% of Revenues
|
|
2010
|
|
% of Revenues
|
||||||
Net revenues
|
|
$
|
14,034.9
|
|
|
|
|
$
|
14,782.0
|
|
|
|
|
$
|
14,001.1
|
|
|
|
Cost of goods sold
|
|
(9,758.2
|
)
|
|
69.5%
|
|
(10,493.6
|
)
|
|
71.0%
|
|
(10,059.9
|
)
|
|
71.9%
|
|||
Selling and administrative expenses
|
|
(2,776.0
|
)
|
|
19.8%
|
|
(2,781.2
|
)
|
|
18.8%
|
|
(2,679.8
|
)
|
|
19.1%
|
|||
Gain (loss) on sale/asset impairment
|
|
4.5
|
|
|
—%
|
|
(646.9
|
)
|
|
4.4%
|
|
—
|
|
|
—%
|
|||
Operating income
|
|
1,505.2
|
|
|
10.7%
|
|
860.3
|
|
|
5.8%
|
|
1,261.4
|
|
|
9.0%
|
|||
Interest expense
|
|
(253.5
|
)
|
|
|
|
(280.0
|
)
|
|
|
|
(283.2
|
)
|
|
|
|||
Other, net
|
|
25.0
|
|
|
|
|
33.0
|
|
|
|
|
32.5
|
|
|
|
|||
Earnings before income taxes
|
|
1,276.7
|
|
|
|
|
613.3
|
|
|
|
|
1,010.7
|
|
|
|
|||
Provision for income taxes
|
|
(227.0
|
)
|
|
|
|
(187.2
|
)
|
|
|
|
(228.1
|
)
|
|
|
|||
Earnings from continuing operations
|
|
1,049.7
|
|
|
|
|
426.1
|
|
|
|
|
782.6
|
|
|
|
|||
Discontinued operations, net of tax
|
|
(5.7
|
)
|
|
|
|
(56.8
|
)
|
|
|
|
(117.5
|
)
|
|
|
|||
Net earnings
|
|
1,044.0
|
|
|
|
|
369.3
|
|
|
|
|
665.1
|
|
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
|
(25.4
|
)
|
|
|
|
(26.1
|
)
|
|
|
|
(22.9
|
)
|
|
|
|||
Net earnings attributable to Ingersoll-Rand plc
|
|
$
|
1,018.6
|
|
|
|
|
$
|
343.2
|
|
|
|
|
$
|
642.2
|
|
|
|
Diluted net earnings (loss) per ordinary share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
3.30
|
|
|
|
|
$
|
1.18
|
|
|
|
|
$
|
2.24
|
|
|
|
Discontinued operations
|
|
(0.02
|
)
|
|
|
|
(0.17
|
)
|
|
|
|
(0.35
|
)
|
|
|
|||
Net earnings
|
|
$
|
3.28
|
|
|
|
|
$
|
1.01
|
|
|
|
|
$
|
1.89
|
|
|
|
Pricing
|
1.6
|
%
|
Volume/product mix
|
0.3
|
%
|
Currency exchange rates
|
(1.5
|
)%
|
Hussmann
|
(5.5
|
)%
|
Total
|
(5.1
|
)%
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Interest income
|
|
$
|
16.3
|
|
|
$
|
25.9
|
|
|
$
|
15.2
|
|
Exchange gain (loss)
|
|
(2.8
|
)
|
|
2.8
|
|
|
0.9
|
|
|||
Earnings (loss) from equity investments
|
|
(5.9
|
)
|
|
(3.5
|
)
|
|
—
|
|
|||
Other
|
|
17.4
|
|
|
7.8
|
|
|
16.4
|
|
|||
Other, net
|
|
$
|
25.0
|
|
|
$
|
33.0
|
|
|
$
|
32.5
|
|
In millions
|
2011
|
|
2010
|
||||
Net revenues
|
$
|
818.5
|
|
|
$
|
1,106.1
|
|
Segment operating income
|
$
|
58.6
|
|
|
$
|
84.4
|
|
Dollar amounts in millions
|
|
2012
|
|
% change
|
|
2011
|
|
% change
|
|
2010
|
||||||
Net revenues
|
|
$
|
7,409.1
|
|
|
(10.6)%
|
|
$
|
8,284.6
|
|
|
6.2%
|
|
$
|
7,800.8
|
|
Segment operating income
|
|
768.1
|
|
|
(6.9)%
|
|
824.6
|
|
|
37.8%
|
|
598.3
|
|
|||
Segment operating margin
|
|
10.4
|
%
|
|
|
|
10.0
|
%
|
|
|
|
7.7
|
%
|
Pricing
|
1.4
|
%
|
Volume/product mix
|
(0.6
|
)%
|
Currency exchange rates
|
(1.5
|
)%
|
Hussmann
|
(9.9
|
)%
|
Total
|
(10.6
|
)%
|
Dollar amounts in millions
|
|
2012
|
|
% change
|
|
2011
|
|
% change
|
|
2010
|
||||||
Net revenues
|
|
$
|
2,054.4
|
|
|
2.1%
|
|
$
|
2,012.7
|
|
|
(5.1)%
|
|
$
|
2,121.7
|
|
Segment operating income
|
|
115.4
|
|
|
85.8%
|
|
62.1
|
|
|
(67.5)%
|
|
191.3
|
|
|||
Segment operating margin
|
|
5.6
|
%
|
|
|
|
3.1
|
%
|
|
|
|
9.0
|
%
|
Pricing
|
1.4
|
%
|
Volume/product mix
|
0.7
|
%
|
Total
|
2.1
|
%
|
Volume/product mix
|
(10.5
|
)%
|
Pricing
|
5.1
|
%
|
Currency exchange rates
|
0.3
|
%
|
Total
|
(5.1
|
)%
|
Dollar amounts in millions
|
|
2012
|
|
% change
|
|
2011
|
|
% change
|
|
2010
|
||||||||
Net revenues
|
|
$
|
2,945.8
|
|
|
3.3
|
%
|
|
$
|
2,852.9
|
|
|
14.8
|
%
|
|
$
|
2,485.2
|
|
Segment operating income
|
|
455.8
|
|
|
9.7
|
%
|
|
415.5
|
|
|
33.9
|
%
|
|
310.4
|
|
|||
Segment operating margin
|
|
15.5
|
%
|
|
|
|
14.6
|
%
|
|
|
|
12.5
|
%
|
Volume/product mix
|
3.9
|
%
|
Pricing
|
1.7
|
%
|
Currency exchange rates
|
(2.3
|
)%
|
Total
|
3.3
|
%
|
Volume/product mix
|
10.3
|
%
|
Pricing
|
2.7
|
%
|
Currency exchange rates
|
1.8
|
%
|
Total
|
14.8
|
%
|
Dollar amounts in millions
|
|
2012
|
|
% change
|
|
2011
|
|
% change
|
|
2010
|
||||||
Net revenues
|
|
$
|
1,625.6
|
|
|
(0.4)%
|
|
$
|
1,631.8
|
|
|
2.4%
|
|
$
|
1,593.4
|
|
Segment operating income
|
|
327.7
|
|
|
(1.2)%
|
|
331.6
|
|
|
1.0%
|
|
328.3
|
|
|||
Segment operating margin
|
|
20.2
|
%
|
|
|
|
20.3
|
%
|
|
|
|
20.6
|
%
|
Pricing
|
2.1
|
%
|
Currency exchange rates
|
(1.7
|
)%
|
Volume/product mix
|
(0.8
|
)%
|
Total
|
(0.4
|
)%
|
In millions
|
2011*
|
|
2010
|
||||
Net revenues
|
$
|
818.5
|
|
|
$
|
1,106.1
|
|
Gain (loss) on sale/asset impairment
|
(646.9
|
)
|
**
|
—
|
|
||
Net earnings (loss) attributable to Ingersoll-Rand plc
|
(513.1
|
)
|
|
55.7
|
|
||
Diluted earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
(1.51
|
)
|
|
0.16
|
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net revenues
|
|
$
|
—
|
|
|
$
|
72.2
|
|
|
$
|
143.6
|
|
Pre-tax earnings (loss) from operations
|
|
(49.2
|
)
|
|
(69.0
|
)
|
|
(173.4
|
)
|
|||
Pre-tax gain (loss) on sale
|
|
2.3
|
|
|
(57.7
|
)
|
|
(5.4
|
)
|
|||
Tax benefit (expense)
|
|
41.2
|
|
|
69.9
|
|
|
61.3
|
|
|||
Discontinued operations, net of tax
|
|
$
|
(5.7
|
)
|
|
$
|
(56.8
|
)
|
|
$
|
(117.5
|
)
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Integrated Systems and Services, net of tax
|
|
$
|
(2.8
|
)
|
|
$
|
(6.3
|
)
|
|
$
|
(0.8
|
)
|
Energy Systems, net of tax
|
|
(0.2
|
)
|
|
0.2
|
|
|
(17.6
|
)
|
|||
KOXKA, net of tax
|
|
0.5
|
|
|
(3.3
|
)
|
|
(54.0
|
)
|
|||
Other discontinued operations, net of tax
|
|
(3.2
|
)
|
|
(47.4
|
)
|
|
(45.1
|
)
|
|||
Discontinued operations, net of tax
|
|
$
|
(5.7
|
)
|
|
$
|
(56.8
|
)
|
|
$
|
(117.5
|
)
|
In millions
|
2012
|
|
2011
|
|
2010
|
||||||
Net revenues
|
$
|
—
|
|
|
$
|
72.2
|
|
|
$
|
78.0
|
|
After-tax earnings (loss) from operations
|
$
|
(1.2
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(0.8
|
)
|
Gain (loss) on sale, net of tax
|
(1.6
|
)
|
|
(5.0
|
)
|
|
—
|
|
|||
Discontinued operations, net of tax
|
$
|
(2.8
|
)
|
|
$
|
(6.3
|
)
|
|
$
|
(0.8
|
)
|
In millions
|
2012
|
|
2011
|
|
2010
|
|
||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.9
|
|
|
After-tax earnings (loss) from operations
|
$
|
(0.2
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(14.4
|
)
|
*
|
Gain (loss) on sale, net of tax
|
—
|
|
|
0.6
|
|
|
(3.2
|
)
|
|
|||
Discontinued operations, net of tax
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|
$
|
(17.6
|
)
|
|
In millions
|
2012
|
|
2011
|
|
2010
|
|
||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56.7
|
|
|
After-tax earnings (loss) from operations
|
$
|
0.5
|
|
|
$
|
(3.3
|
)
|
|
$
|
(53.1
|
)
|
*
|
Gain (loss) on sale, net of tax
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
|||
Discontinued operations, net of tax
|
$
|
0.5
|
|
|
$
|
(3.3
|
)
|
|
$
|
(54.0
|
)
|
|
In millions
|
2012
|
|
2011
|
|
2010
|
||||||
Retained costs, net of tax
|
$
|
(17.2
|
)
|
|
$
|
(31.8
|
)
|
|
$
|
(45.0
|
)
|
Net gain (loss) on disposals, net of tax
|
14.0
|
|
|
(15.6
|
)
|
|
(0.1
|
)
|
|||
Discontinued operations, net of tax
|
$
|
(3.2
|
)
|
|
$
|
(47.4
|
)
|
|
$
|
(45.1
|
)
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash and cash equivalents
|
|
$
|
882.1
|
|
|
$
|
1,160.7
|
|
|
$
|
1,014.3
|
|
Short-term borrowings and current maturities of long-term debt
|
|
963.7
|
|
|
763.3
|
|
|
761.6
|
|
|||
Long-term debt
|
|
2,269.3
|
|
|
2,879.3
|
|
|
2,922.3
|
|
|||
Total debt
|
|
3,233.0
|
|
|
3,642.6
|
|
|
3,683.9
|
|
|||
Total Ingersoll-Rand plc shareholders’ equity
|
|
7,147.8
|
|
|
6,924.3
|
|
|
7,964.3
|
|
|||
Total equity
|
|
7,229.3
|
|
|
7,012.4
|
|
|
8,059.1
|
|
|||
Debt-to-total capital ratio
|
|
30.9
|
%
|
|
34.2
|
%
|
|
31.3
|
%
|
In millions
|
|
2012
|
|
2011
|
||||
Debentures with put feature
|
|
$
|
343.0
|
|
|
$
|
343.6
|
|
Exchangeable Senior Notes
|
|
—
|
|
|
341.2
|
|
||
6.000% Senior notes due 2013
|
|
600.0
|
|
|
—
|
|
||
Other current maturities of long-term debt
|
|
10.8
|
|
|
12.5
|
|
||
Other short-term borrowings
|
|
9.9
|
|
|
66.0
|
|
||
Total
|
|
$
|
963.7
|
|
|
$
|
763.3
|
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Operating cash flow provided by (used in) continuing operations
|
|
$
|
1,277.7
|
|
|
$
|
1,230.2
|
|
|
$
|
756.4
|
|
Investing cash flow provided by (used in) continuing operations
|
|
(146.4
|
)
|
|
207.5
|
|
|
(179.0
|
)
|
|||
Financing cash flow provided by (used in) continuing operations
|
|
(1,303.9
|
)
|
|
(1,246.4
|
)
|
|
(403.7
|
)
|
|
|
Short-term
|
|
Long-term
|
Moody’s
|
|
P-2
|
|
Baa1
|
Standard and Poor’s
|
|
A-2
|
|
BBB+
|
|
|
Less than
1 year
|
|
1 - 3
years
|
|
3 - 5
years
|
|
More than
5 years
|
|
Total
|
||||||||||
Short-term debt
|
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.9
|
|
Long-term debt
|
|
953.9
|
|
*
|
1,168.8
|
|
|
16.5
|
|
|
1,085.0
|
|
|
3,224.2
|
|
|||||
Interest payments on long-term debt
|
|
214.2
|
|
|
259.3
|
|
|
198.3
|
|
|
385.2
|
|
|
1,057.0
|
|
|||||
Purchase obligations
|
|
1,001.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,001.4
|
|
|||||
Operating leases
|
|
132.4
|
|
|
187.3
|
|
|
103.4
|
|
|
49.3
|
|
|
472.4
|
|
|||||
Total contractual cash obligations
|
|
$
|
2,311.8
|
|
|
$
|
1,615.4
|
|
|
$
|
318.2
|
|
|
$
|
1,519.5
|
|
|
$
|
5,764.9
|
|
•
|
Allowance for doubtful accounts – We have provided an allowance for doubtful accounts receivable which represents our best estimate of probable loss inherent in our accounts receivable portfolio. This estimate is based upon our policy, derived from our knowledge of our end markets, customer base and products.
|
•
|
Goodwill and indefinite-lived intangible assets – We have significant goodwill and indefinite-lived intangible assets on our balance sheet related to acquisitions. Our goodwill and other indefinite-lived intangible 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.
|
•
|
Long-lived assets and finite-lived intangibles – Long-lived assets and finite-lived intangibles are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. Assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows can be generated. Impairment in the carrying value of 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 value of the asset as determined by an estimate of discounted cash flows. We believe that our use of estimates and assumptions are reasonable and comply with generally accepted accounting principles. Changes in business conditions could potentially require future adjustments to these valuations.
|
•
|
Loss contingencies – Liabilities are recorded for various contingencies arising in the normal course of business, including litigation and administrative proceedings, environmental and asbestos matters and product liability, product warranty, worker’s compensation and other claims. We have 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, we believe our estimated reserves are reasonable and do not believe the final determination of the liabilities with respect to these matters would have a material effect on our financial condition, results of operations, liquidity or cash flows for any year.
|
•
|
Asbestos matters – Certain of our wholly-owned subsidiaries 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. Although we were neither a manufacturer nor producer of asbestos, some of our formerly manufactured components from third party suppliers utilized asbestos-related components. As a result, 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 U.S. Inc.’s asbestos liabilities and corresponding insurance recoveries which are recorded within continuing operations. Refer to Note 20 to the Consolidated Financial Statements for further details of asbestos-related matters.
|
•
|
Revenue recognition – Revenue is recognized and earned when all of the following criteria are satisfied: (a) persuasive evidence of a sales arrangement exists; (b) price is fixed or determinable; (c) collectability is reasonably assured; and (d) delivery has occurred or service has been rendered. Delivery generally occurs when the title and the risks and rewards of ownership have substantially transferred to the customer. Revenue from maintenance contracts or extended warranties is recognized on a straight-line basis over the life of the contract, unless another method is more representative of the costs
|
•
|
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 non-U.S. 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.
|
•
|
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, employee 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. A discount rate reflects a rate at which pension benefits could be effectively settled. Discount rates for all plans are established using hypothetical yield curves based on the yields of corporate bonds rated AA quality. Spot rates are developed from the yield curve and used to discount future benefit payments. 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.
|
(a)
|
The following Consolidated Financial Statements and Financial Statement Schedules and the report thereon of PricewaterhouseCoopers LLP dated
February 14, 2013
, are presented following Item 15 of this Annual Report on Form 10-K.
|
(b)
|
The unaudited selected quarterly financial data for the two years ended
December 31,
is as follows:
|
In millions, except per share amounts
|
|
2012
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net revenues
|
|
$
|
3,150.7
|
|
|
$
|
3,821.3
|
|
|
$
|
3,592.8
|
|
|
$
|
3,470.2
|
|
Cost of goods sold
|
|
(2,249.4
|
)
|
|
(2,644.0
|
)
|
|
(2,454.4
|
)
|
|
(2,410.5
|
)
|
||||
Operating income
|
|
212.0
|
|
|
477.9
|
|
|
447.8
|
|
|
367.5
|
|
||||
Net earnings
|
|
102.2
|
|
|
372.9
|
|
|
327.0
|
|
|
241.8
|
|
||||
Net earnings attributable to Ingersoll-Rand plc
|
|
95.6
|
|
|
365.8
|
|
|
321.6
|
|
|
235.6
|
|
||||
Earnings per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.32
|
|
|
$
|
1.18
|
|
|
$
|
1.05
|
|
|
$
|
0.79
|
|
Diluted
|
|
$
|
0.31
|
|
|
$
|
1.16
|
|
|
$
|
1.03
|
|
|
$
|
0.78
|
|
|
|
2011
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net revenues
|
|
$
|
3,273.8
|
|
|
$
|
4,091.4
|
|
|
$
|
3,910.1
|
|
|
$
|
3,506.7
|
|
Cost of goods sold
|
|
(2,368.6
|
)
|
|
(2,863.0
|
)
|
|
(2,756.2
|
)
|
|
(2,505.9
|
)
|
||||
Operating income
|
|
41.8
|
|
|
298.7
|
|
|
180.5
|
|
|
339.2
|
|
||||
Net earnings
|
|
(71.5
|
)
|
|
99.3
|
|
|
93.5
|
|
|
248.0
|
|
||||
Net earnings attributable to Ingersoll-Rand plc
|
|
(77.6
|
)
|
|
92.3
|
|
|
86.2
|
|
|
242.2
|
|
||||
Earnings per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.23
|
)
|
|
$
|
0.28
|
|
|
$
|
0.26
|
|
|
$
|
0.79
|
|
Diluted
|
|
$
|
(0.23
|
)
|
|
$
|
0.26
|
|
|
$
|
0.25
|
|
|
$
|
0.76
|
|
1.
|
In the first, second, third and fourth quarters of 2011, Operating income includes a $186 million, $201 million, $265 million and ($5) million pre-tax charge (benefit), respectively, for Loss on sale/asset impairment related to the divestiture of the Hussmann Business and Branches.
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Management's Report on Internal Control Over Financial Reporting
|
(c)
|
Changes in Internal Control Over Financial Reporting
|
(d)
|
Remediation of Material Weakness
|
(a) 1. and 2.
|
Financial statements and financial statement schedule
See Item 8.
|
|
|
3.
|
Exhibits
|
|
The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K.
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
|
|
2.1
|
|
Asset and Stock Purchase Agreement, dated as of July 29, 2007, among Ingersoll-Rand Company Limited, on behalf of itself and certain of its subsidiaries, and Doosan Infracore Co., Ltd. and Doosan Engine Co., Ltd., on behalf of themselves and certain of their subsidiaries
|
|
Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on July 31, 2007.
|
|
|
|
|
|
|
|
2.2
|
|
Separation and Distribution Agreement, dated as of July 16, 2007, by and between Trane Inc. (formerly American Standard Companies Inc.) and WABCO Holdings Inc.
|
|
Incorporated by reference to Exhibit 2.1 to Trane Inc.’s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007.
|
|
|
|
|
|
|
|
3.1
|
|
Memorandum of Association of Ingersoll-Rand plc
|
|
Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
3.2
|
|
Articles of Association of Ingersoll-Rand plc
|
|
Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
3.3
|
|
Certificate of Incorporation of Ingersoll-Rand plc
|
|
Incorporated by reference to Exhibit 3.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
4.1
|
|
Indenture, dated as of August 12, 2008, among the Company, Ingersoll-Rand Global Holding Company Limited and Wells Fargo Bank, N.A., as Trustee (replacing the Indenture originally filed as Exhibit 4.1 to the Company’s Form 10-Q (File No. 001-16831) for the period ended September 30, 2008 as filed with the SEC on 11/07/2008)
|
|
Incorporated by reference to Exhibit 4.4 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.
|
|
|
|
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated as of August 15, 2008, among the Company, Ingersoll-Rand Global Holding Company Limited and Wells Fargo Bank, N.A., as trustee, to that certain Indenture, dated as of August 12, 2008, among the Company, Ingersoll-Rand Global Holding Company Limited and Wells Fargo Bank, N.A., as trustee
|
|
Incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on August 18, 2008.
|
|
|
|
|
|
|
|
4.3
|
|
Second Supplemental Indenture, dated as of April 3, 2009, among the Company, Ingersoll-Rand Global Holding Company Limited and Wells Fargo Bank, N.A., as trustee, to that certain Indenture, dated as of August 12, 2008, among the Company, Ingersoll-Rand Global Holding Company Limited and Wells Fargo Bank, N.A., as trustee
|
|
Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on April 6, 2009.
|
|
|
|
|
|
|
|
4.4
|
|
Third Supplemental Indenture, dated as of April 6, 2009, among the Company, Ingersoll-Rand Global Holding Company Limited and Wells Fargo Bank, N.A., as trustee, to that certain Indenture, dated as of August 12, 2008, among the Company, Ingersoll-Rand Global Holding Company Limited and Wells Fargo Bank, N.A., as trustee
|
|
Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on April 6, 2009.
|
|
|
|
|
|
|
|
4.5
|
|
Fourth Supplemental Indenture, dated as of June 29, 2009, among Ingersoll-Rand Global Holding Company Limited, a Bermuda exempted company, Ingersoll-Rand Company Limited, a Bermuda exempted company, Ingersoll-Rand International Holding Limited, a Bermuda exempted company, Ingersoll-Rand plc, an Irish public limited company, and Wells Fargo Bank, N.A., as Trustee, to the Indenture dated as of August 12, 2008
|
|
Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
4.6
|
|
Fifth Supplemental Indenture, dated as of June 29, 2009, among Ingersoll-Rand Company, a New Jersey corporation, Ingersoll-Rand plc, an Irish public limited company, Ingersoll-Rand International Holding Limited, a Bermuda exempted company, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of August 1, 1986
|
|
Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
4.7
|
|
Indenture, dated as of May 24. 2005, among Ingersoll-Rand Company Limited, Ingersoll-Rand Company and Wells Fargo Bank, N.A., as trustee
|
|
Incorporated by reference to Exhibit 10.2 to the Company’s 8-K (File No. 001-16831) filed with the SEC on May 27, 2005.
|
|
|
|
|
|
|
|
4.8
|
|
First Supplemental Indenture, dated as of June 29, 2009, among Ingersoll-Rand Company Limited, a Bermuda exempted company, Ingersoll-Rand Company, a New Jersey corporation, Ingersoll-Rand International Holding Limited, a Bermuda exempted company, Ingersoll-Rand plc, an Irish public limited company, and Wells Fargo Bank, N.A., as Trustee, to the Indenture dated as of May 24, 2005
|
|
Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
4.9
|
|
Indenture, dated as of April 1, 2005, among the American Standard Inc., Trane Inc. (formerly American Standard Companies Inc.), American Standard International Inc. and The Bank of New York Trust Company, N.A., as trustee
|
|
Incorporated by reference to Exhibit 4.1 to Trane, Inc.’s 8-K (File No. 001-11415) filed with the SEC on April 1, 2005.
|
|
|
|
|
|
|
|
4.10
|
|
Form of Ordinary Share Certificate of Ingersoll-Rand plc
|
|
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.
|
|
|
|
|
|
|
|
10.1
|
|
Form of IR Stock Option Grant Agreement (December 2012)
|
|
Filed herewith.
|
|
|
|
|
|
|
|
10.2
|
|
Form of IR Restricted Stock Unit Grant Agreement (December 2012)
|
|
Filed herewith.
|
|
|
|
|
|
|
|
10.3
|
|
Form of IR Performance Stock Unit Grant Agreement (December 2012)
|
|
Filed herewith.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.4
|
|
Credit Agreement dated as of May 26, 2010 among the Company, Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, J.P. Morgan 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 US and Morgan Stanley MUFG Loan Partners, LLC, as Documentation Agents, and J.P. Morgan Securities Inc. 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 June 2, 2010.
|
|
|
|
|
|
|
|
10.5
|
|
Credit Agreement dated as of May 20, 2011 among the Company; Ingersoll-Rand Global Holding Company Limited; J.P. Morgan 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 and Morgan Stanley MUFG Loan Parties, LLC , as Documentation Agents, and J.P. Morgan Securities Inc. 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 May 24, 2011.
|
|
|
|
|
|
|
|
10.6
|
|
Issuing and Paying Agency Agreement by and among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited and JPMorgan Chase Bank, National Association, dated as of July 1, 2009
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 6, 2009.
|
|
|
|
|
|
|
|
10.7
|
|
Amended and Restated Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited and J.P. Morgan Securities Inc., dated as of July 1, 2009
|
|
Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 6, 2009.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.8
|
|
Amended and Restated Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited and Banc of America Securities LLC, dated as of July 1, 2009
|
|
Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 6, 2009.
|
|
|
|
|
|
|
|
10.9
|
|
Amended and Restated Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited and Citigroup Global Markets Inc., dated as of July 1, 2009
|
|
Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 6, 2009.
|
|
|
|
|
|
|
|
10.10
|
|
Amended and Restated Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited and Deutsche Bank Securities Inc., dated as of July 1, 2009
|
|
Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 6, 2009.
|
|
|
|
|
|
|
|
10.11
|
|
Deed Poll Indemnity of Ingersoll-Rand plc, an Irish public limited company, as to the directors, secretary and officers and senior executives of Ingersoll-Rand plc and the directors and officers of Ingersoll-Rand plc’s subsidiaries
|
|
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.
|
|
|
|
|
|
|
|
10.12
|
|
Deed Poll Indemnity of Ingersoll-Rand Company Limited, a Bermuda company, as to the directors, secretary and officers and senior executives of Ingersoll-Rand plc and the directors and officers of Ingersoll-Rand plc’s subsidiaries
|
|
Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
10.13
|
|
Tax Sharing Agreement, dated as of July 16, 2007, by and among American Standard Companies Inc. and certain of its subsidiaries and WABCO Holdings Inc. and certain of its subsidiaries
|
|
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.
|
|
|
|
|
|
|
|
10.14
|
|
Ingersoll-Rand plc Incentive Stock Plan of 2007 (amended and restated as of December 1, 2010)
|
|
Incorporated by reference to Exhibit 10.18 to the Company’s Form 10-K for the fiscal year ended 2010 (File No. 001-34400) filed with the SEC on February 22, 2011.
|
|
|
|
|
|
|
|
10.15
|
|
Ingersoll-Rand plc Incentive Stock Plan of 1998 (amended and restated as of July 1, 2009)
|
|
Incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.16
|
|
Ingersoll-Rand Company Incentive Stock Plan of 1995 (amended and restated effective July 1, 2009)
|
|
Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
10.17
|
|
IR Executive Deferred Compensation Plan (as amended and restated effective July 1, 2009)
|
|
Incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
10.18
|
|
IR Executive Deferred Compensation Plan II (as amended and restated effective July 1, 2009)
|
|
Incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
10.19
|
|
First Amendment to IR Executive Deferred Compensation Plan II (dated December 22, 2009)
|
|
Incorporated by reference to Exhibit 10.19 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.
|
|
|
|
|
|
|
|
10.20
|
|
Second Amendment to IR Executive Deferred Compensation Plan II (dated December 23, 2010)
|
|
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.
|
|
|
|
|
|
|
|
10.21
|
|
IR-plc Director Deferred Compensation and Stock Award Plan (as amended and restated effective July 1, 2009)
|
|
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.
|
|
|
|
|
|
|
|
10.22
|
|
IR-plc Director Deferred Compensation and Stock Award Plan II (as amended and restated effective July 1, 2009)
|
|
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.
|
|
|
|
|
|
|
|
10.23
|
|
Ingersoll-Rand Company Supplemental Employee Savings Plan (amended and restated effective October 1, 2012)
|
|
Filed herewith.
|
|
|
|
|
|
|
|
10.24
|
|
Ingersoll-Rand Company Supplemental Employee Savings Plan II (effective January 1, 2005 and amended and restated through October 1, 2012)
|
|
Filed herewith.
|
|
|
|
|
|
|
|
10.25
|
|
Trane Inc. 2002 Omnibus Incentive Plan (restated to include all amendments through July 1, 2009)
|
|
Incorporated by reference to Exhibit 10.17 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
10.26
|
|
Trane Inc. Deferred Compensation Plan (as amended and restated as of July 1, 2009, except where otherwise stated)
|
|
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.
|
|
|
|
|
|
|
|
10.27
|
|
Trane Inc. Supplemental Savings Plan (restated to include all amendments through July 1, 2009)
|
|
Incorporated by reference to Exhibit 10.20 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.28
|
|
First Amendment to Trane Inc. Supplemental Savings Plan (January 1, 2010)
|
|
Incorporated by reference to Exhibit 10.31 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.
|
|
|
|
|
|
|
|
10.29
|
|
Ingersoll-Rand Company Supplemental Pension Plan (Amended and Restated Effective January 1, 2005)
|
|
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.
|
|
|
|
|
|
|
|
10.30
|
|
First Amendment to the Ingersoll-Rand Company Supplemental Pension Plan, dated as of July 1, 2009
|
|
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.
|
|
|
|
|
|
|
|
10.31
|
|
Ingersoll-Rand Company Supplemental Pension Plan II (Effective January 1, 2005 and Amended and Restated effective October 1, 2012)
|
|
Filed herewith.
|
|
|
|
|
|
|
|
10.32
|
|
Ingersoll-Rand Company Elected Officers Supplemental Plan II (Effective January 1, 2005 and Amended and Restated effective October 1, 2012)
|
|
Filed herewith.
|
|
|
|
|
|
|
|
10.33
|
|
Senior Executive Performance Plan
|
|
Incorporated by reference to Exhibit 10.39 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.
|
|
|
|
|
|
|
|
10.34
|
|
Description of Annual Incentive Matrix Program
|
|
Incorporated by reference to Exhibit 10.40 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.
|
|
|
|
|
|
|
|
10.35
|
|
Form of Tier 1 Change in Control Agreement (Officers before May 19, 2009)
|
|
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.
|
|
|
|
|
|
|
|
10.36
|
|
Form of Tier 2 Change in Control Agreement (Officers before May 19, 2009)
|
|
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.
|
|
|
|
|
|
|
|
10.37
|
|
Form of Tier 1 Change in Control Agreement (New Officers on or after May 19, 2009)
|
|
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.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.38
|
|
Form of Tier 2 Change in Control Agreement (New Officers on or after May 19, 2009)
|
|
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.
|
|
|
|
|
|
|
|
10.39
|
|
Severance Plan
|
|
Filed herewith.
|
|
|
|
|
|
|
|
10.40
|
|
Steven R. Shawley Offer Letter, dated June 5, 2008
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on June 10, 2008.
|
|
|
|
|
|
|
|
10.41
|
|
Addendum to Steven R. Shawley Offer Letter, dated August 7, 2008
|
|
Incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q for the period ended June 30, 2008 (File No. 001-16831) filed with the SEC on August 8, 2008.
|
|
|
|
|
|
|
|
10.42
|
|
Didier Teirlinck Offer Letter, dated June 5, 2008
|
|
Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on June 10, 2008.
|
|
|
|
|
|
|
|
10.43
|
|
Addendum to Didier Teirlinck Offer Letter, dated July 17, 2008
|
|
Incorporated by reference to Exhibit 10.13 to the Company’s Form 10-Q for the period ended June 30, 2008 (File No. 001-16831) filed with the SEC on August 8, 2008.
|
|
|
|
|
|
|
|
10.44
|
|
Michael W. Lamach Letter, dated December 24, 2003
|
|
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.
|
|
|
|
|
|
|
|
10.45
|
|
Michael W. Lamach Letter, dated June 4, 2008
|
|
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.
|
|
|
|
|
|
|
|
10.46
|
|
Michael W. Lamach Letter, dated February 4, 2009
|
|
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.
|
|
|
|
|
|
|
|
10.47
|
|
Michael W. Lamach Letter, dated February 3, 2010
|
|
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.
|
|
|
|
|
|
|
|
10.48
|
|
Michael W. Lamach Letter, dated December 23, 2012
|
|
Filed herewith.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.49
|
|
Robert Zafari Letter and Addendum, dated August 25, 2010
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the period ended September 30, 2010 (File No. 001-34400) filed with the SEC on November 1, 2010.
|
|
|
|
|
|
|
|
10.50
|
|
Robert L. Katz Letter, dated September 28, 2010
|
|
Incorporated by reference to Exhibit 10.65 to the Company’s Form 10-K for the fiscal year ended 2010 (File No. 001-34400) filed with the SEC on February 22, 2011.
|
|
|
|
|
|
|
|
10.51
|
|
Robert L. Katz Letter, dated December 20, 2012
|
|
Filed herewith.
|
|
|
|
|
|
|
|
10.52
|
|
Employment Agreement with Marcia J. Avedon, Senior Vice President, dated January 8, 2007
|
|
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.
|
|
|
|
|
|
|
|
10.53
|
|
Marcia J. Avedon Letter, dated December 20, 2012
|
|
Filed herewith.
|
|
|
|
|
|
|
|
12
|
|
Computations of Ratios of Earnings to Fixed Charges
|
|
Filed herewith.
|
|
|
|
|
|
|
|
21
|
|
List of Subsidiaries of Ingersoll-Rand plc
|
|
Filed herewith.
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed herewith.
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith.
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith.
|
|
|
|
|
|
|
|
32
|
|
Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Furnished herewith.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
101
|
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statement of Comprehensive Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statement of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
|
Furnished herewith.
|
|
By:
|
|
/s/ Michael W. Lamach
|
|
|
Michael W. Lamach
|
|
|
Chief Executive Officer
|
Date:
|
|
February 14, 2013
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael W. Lamach
|
|
Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
|
|
February 14, 2013
|
(Michael W. Lamach)
|
|
|
|
|
|
|
|
|
|
/s/ Steven R. Shawley
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 14, 2013
|
(Steven R. Shawley)
|
|
|
|
|
|
|
|
|
|
/s/ Richard J. Weller
|
|
Vice President and Controller (Principal Accounting Officer)
|
|
February 14, 2013
|
(Richard J. Weller)
|
|
|
|
|
|
|
|
|
|
/s/ Ann C. Berzin
|
|
Director
|
|
February 14, 2013
|
(Ann C. Berzin)
|
|
|
|
|
|
|
|
|
|
/s/ John Bruton
|
|
Director
|
|
February 14, 2013
|
(John Bruton)
|
|
|
|
|
|
|
|
|
|
/s/ Jared L. Cohon
|
|
Director
|
|
February 14, 2013
|
(Jared L. Cohon)
|
|
|
|
|
|
|
|
|
|
/s/ Gary D. Forsee
|
|
Director
|
|
February 14, 2013
|
(Gary D. Forsee)
|
|
|
|
|
|
|
|
|
|
/s/ Peter C. Godsoe
|
|
Director
|
|
February 14, 2013
|
(Peter C. Godsoe)
|
|
|
|
|
|
|
|
|
|
/s/ Edward E. Hagenlocker
|
|
Director
|
|
February 14, 2013
|
(Edward E. Hagenlocker)
|
|
|
|
|
|
|
|
|
|
/s/ Constance J. Horner
|
|
Director
|
|
February 14, 2013
|
(Constance J. Horner)
|
|
|
|
|
|
|
|
|
|
/s/ Theodore E. Martin
|
|
Director
|
|
February 14, 2013
|
(Theodore E. Martin)
|
|
|
|
|
|
|
|
|
|
/s/ Nelson Peltz
|
|
Director
|
|
February 14, 2013
|
(Nelson Peltz)
|
|
|
|
|
|
|
|
|
|
/s/ John P. Surma
|
|
Director
|
|
February 14, 2013
|
(John P. Surma)
|
|
|
|
|
|
|
|
|
|
/s/ Richard J. Swift
|
|
Director
|
|
February 14, 2013
|
(Richard J. Swift)
|
|
|
|
|
|
|
|
|
|
/s/ Tony L. White
|
|
Director
|
|
February 14, 2013
|
(Tony L. White)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ingersoll-Rand plc
Consolidated Statements of Comprehensive Income
In millions, except per share amounts
|
||||||||||||
For the years ended December 31,
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net revenues
|
|
$
|
14,034.9
|
|
|
$
|
14,782.0
|
|
|
$
|
14,001.1
|
|
Cost of goods sold
|
|
(9,758.2
|
)
|
|
(10,493.6
|
)
|
|
(10,059.9
|
)
|
|||
Selling and administrative expenses
|
|
(2,776.0
|
)
|
|
(2,781.2
|
)
|
|
(2,679.8
|
)
|
|||
Gain (loss) on sale/asset impairment
|
|
4.5
|
|
|
(646.9
|
)
|
|
—
|
|
|||
Operating income
|
|
1,505.2
|
|
|
860.3
|
|
|
1,261.4
|
|
|||
Interest expense
|
|
(253.5
|
)
|
|
(280.0
|
)
|
|
(283.2
|
)
|
|||
Other, net
|
|
25.0
|
|
|
33.0
|
|
|
32.5
|
|
|||
Earnings before income taxes
|
|
1,276.7
|
|
|
613.3
|
|
|
1,010.7
|
|
|||
Provision for income taxes
|
|
(227.0
|
)
|
|
(187.2
|
)
|
|
(228.1
|
)
|
|||
Earnings from continuing operations
|
|
1,049.7
|
|
|
426.1
|
|
|
782.6
|
|
|||
Discontinued operations, net of tax
|
|
(5.7
|
)
|
|
(56.8
|
)
|
|
(117.5
|
)
|
|||
Net earnings
|
|
1,044.0
|
|
|
369.3
|
|
|
665.1
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
|
(25.4
|
)
|
|
(26.1
|
)
|
|
(22.9
|
)
|
|||
Net earnings attributable to Ingersoll-Rand plc
|
|
$
|
1,018.6
|
|
|
$
|
343.2
|
|
|
$
|
642.2
|
|
Amounts attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1,024.3
|
|
|
$
|
400.0
|
|
|
$
|
759.7
|
|
Discontinued operations
|
|
(5.7
|
)
|
|
(56.8
|
)
|
|
(117.5
|
)
|
|||
Net earnings
|
|
$
|
1,018.6
|
|
|
$
|
343.2
|
|
|
$
|
642.2
|
|
Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
3.37
|
|
|
$
|
1.23
|
|
|
$
|
2.34
|
|
Discontinued operations
|
|
(0.02
|
)
|
|
(0.17
|
)
|
|
(0.36
|
)
|
|||
Net earnings
|
|
$
|
3.35
|
|
|
$
|
1.06
|
|
|
$
|
1.98
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
3.30
|
|
|
$
|
1.18
|
|
|
$
|
2.24
|
|
Discontinued operations
|
|
(0.02
|
)
|
|
(0.17
|
)
|
|
(0.35
|
)
|
|||
Net earnings
|
|
$
|
3.28
|
|
|
$
|
1.01
|
|
|
$
|
1.89
|
|
Ingersoll-Rand plc
Consolidated Statements of Comprehensive Income (continued)
In millions, except per share amounts
|
||||||||||||
For the years ended December 31,
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net earnings
|
|
$
|
1,044.0
|
|
|
$
|
369.3
|
|
|
$
|
665.1
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Currency translation
|
|
85.5
|
|
|
(158.1
|
)
|
|
1.8
|
|
|||
Cash flow hedges and marketable securities
|
|
|
|
|
|
|
||||||
Unrealized net gains (losses) arising during period
|
|
(0.7
|
)
|
|
(1.4
|
)
|
|
5.6
|
|
|||
Net (gains) losses reclassified into earnings
|
|
2.8
|
|
|
2.8
|
|
|
3.2
|
|
|||
Tax (expense) benefit
|
|
1.0
|
|
|
(0.5
|
)
|
|
(0.9
|
)
|
|||
Total cash flow hedges and marketable securities, net of tax
|
|
3.1
|
|
|
0.9
|
|
|
7.9
|
|
|||
Pension and OPEB adjustments:
|
|
|
|
|
|
|
||||||
Prior service gains (costs) for the period
|
|
58.8
|
|
|
1.3
|
|
|
0.8
|
|
|||
Net actuarial gains (losses) for the period
|
|
(185.0
|
)
|
|
(283.0
|
)
|
|
22.1
|
|
|||
Amortization reclassified into earnings
|
|
62.7
|
|
|
54.8
|
|
|
71.4
|
|
|||
Settlements/curtailments reclassified to earnings
|
|
4.9
|
|
|
95.9
|
|
|
4.0
|
|
|||
Currency translation and other
|
|
(9.6
|
)
|
|
(0.7
|
)
|
|
12.0
|
|
|||
Tax (expense) benefit
|
|
(0.2
|
)
|
|
59.7
|
|
|
(11.5
|
)
|
|||
Total pension and OPEB adjustments, net of tax
|
|
(68.4
|
)
|
|
(72.0
|
)
|
|
98.8
|
|
|||
Other comprehensive income (loss), net of tax
|
|
20.2
|
|
|
(229.2
|
)
|
|
108.5
|
|
|||
Total comprehensive income (loss), net of tax
|
|
$
|
1,064.2
|
|
|
$
|
140.1
|
|
|
$
|
773.6
|
|
Less: Total comprehensive (income) loss attributable to noncontrolling interests
|
|
(13.0
|
)
|
|
(25.5
|
)
|
|
(22.1
|
)
|
|||
Total comprehensive income (loss) attributable to Ingersoll-Rand plc
|
|
$
|
1,051.2
|
|
|
$
|
114.6
|
|
|
$
|
751.5
|
|
December 31,
|
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
882.1
|
|
|
$
|
1,160.7
|
|
Accounts and notes receivable, net
|
|
2,157.5
|
|
|
2,135.6
|
|
||
Inventories
|
|
1,308.8
|
|
|
1,278.3
|
|
||
Deferred taxes and current tax receivable
|
|
309.6
|
|
|
349.9
|
|
||
Other current assets
|
|
284.7
|
|
|
354.7
|
|
||
Total current assets
|
|
4,942.7
|
|
|
5,279.2
|
|
||
Property, plant and equipment, net
|
|
1,652.6
|
|
|
1,639.4
|
|
||
Goodwill
|
|
6,138.9
|
|
|
6,104.0
|
|
||
Intangible assets, net
|
|
4,200.9
|
|
|
4,333.6
|
|
||
Other noncurrent assets
|
|
1,557.8
|
|
|
1,487.9
|
|
||
Total assets
|
|
$
|
18,492.9
|
|
|
$
|
18,844.1
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,230.2
|
|
|
$
|
1,224.2
|
|
Accrued compensation and benefits
|
|
506.8
|
|
|
527.7
|
|
||
Accrued expenses and other current liabilities
|
|
1,460.6
|
|
|
1,610.4
|
|
||
Short-term borrowings and current maturities of long-term debt
|
|
963.7
|
|
|
763.3
|
|
||
Total current liabilities
|
|
4,161.3
|
|
|
4,125.6
|
|
||
Long-term debt
|
|
2,269.3
|
|
|
2,879.3
|
|
||
Postemployment and other benefit liabilities
|
|
1,823.2
|
|
|
1,709.9
|
|
||
Deferred and noncurrent income taxes
|
|
1,592.8
|
|
|
1,619.1
|
|
||
Other noncurrent liabilities
|
|
1,417.0
|
|
|
1,494.5
|
|
||
Total liabilities
|
|
11,263.6
|
|
|
11,828.4
|
|
||
Temporary Equity
|
|
—
|
|
|
3.3
|
|
||
Equity:
|
|
|
|
|
||||
Ingersoll-Rand plc shareholders’ equity
|
|
|
|
|
||||
Ordinary shares, $1 par value (295,605,736 and 297,140,982 shares issued at December 31, 2012 and 2011, respectively, and net of 22,562 and 23,985 shares owned by subsidiary at December 31, 2012 and 2011, respectively)
|
|
295.6
|
|
|
297.1
|
|
||
Capital in excess of par value
|
|
1,014.5
|
|
|
1,633.0
|
|
||
Retained earnings
|
|
6,358.7
|
|
|
5,547.8
|
|
||
Accumulated other comprehensive income (loss)
|
|
(521.0
|
)
|
|
(553.6
|
)
|
||
Total Ingersoll-Rand plc shareholders’ equity
|
|
7,147.8
|
|
|
6,924.3
|
|
||
Noncontrolling interest
|
|
81.5
|
|
|
88.1
|
|
||
Total equity
|
|
7,229.3
|
|
|
7,012.4
|
|
||
Total liabilities and equity
|
|
$
|
18,492.9
|
|
|
$
|
18,844.1
|
|
Ingersoll-Rand plc
Consolidated Statements of Equity
|
|||||||||||||||||||||||||||
|
|
|
|
Ingersoll-Rand plc shareholders’ equity
|
|
|
|||||||||||||||||||||
In millions, except per share amounts
|
|
Total
equity
|
|
Ordinary Shares
|
|
Capital in
excess of
par value
|
|
Retained
earnings
|
|
Accumulated other
comprehensive
income (loss)
|
|
Noncontrolling Interest
|
|||||||||||||||
|
|
Amount
|
|
Shares
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2009
|
|
7,175.7
|
|
|
320.6
|
|
|
320.6
|
|
|
2,347.6
|
|
|
4,837.9
|
|
|
(434.3
|
)
|
|
103.9
|
|
||||||
Net earnings
|
|
665.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
642.2
|
|
|
—
|
|
|
22.9
|
|
||||||
Other comprehensive income (loss)
|
|
108.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109.3
|
|
|
(0.8
|
)
|
||||||
Shares issued under incentive stock plans
|
|
149.4
|
|
|
7.6
|
|
|
7.6
|
|
|
141.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accretion of Exchangeable Senior Notes from Temporary Equity
|
|
13.3
|
|
|
—
|
|
|
—
|
|
|
13.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
|
73.5
|
|
|
—
|
|
|
—
|
|
|
73.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition/divestiture of noncontrolling interest
|
|
(8.4
|
)
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
||||||
Dividends declared to noncontrolling interest
|
|
(20.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.2
|
)
|
||||||
Cash dividends, declared and paid ($0.28 per share)
|
|
(90.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
||||||
Balance at December 31, 2010
|
|
8,059.1
|
|
|
328.2
|
|
|
328.2
|
|
|
2,571.7
|
|
|
5,389.4
|
|
|
(325.0
|
)
|
|
94.8
|
|
||||||
Net earnings
|
|
369.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
343.2
|
|
|
—
|
|
|
26.1
|
|
||||||
Other comprehensive income (loss)
|
|
(229.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(228.6
|
)
|
|
(0.6
|
)
|
||||||
Shares issued under incentive stock plans
|
|
133.6
|
|
|
5.2
|
|
|
5.2
|
|
|
128.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of ordinary shares
|
|
(1,157.5
|
)
|
|
(36.3
|
)
|
|
(36.3
|
)
|
|
(1,121.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accretion of Exchangeable Senior Notes from Temporary Equity
|
|
13.3
|
|
|
—
|
|
|
—
|
|
|
13.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
|
42.6
|
|
|
—
|
|
|
—
|
|
|
42.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition/divestiture of noncontrolling interest
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
||||||
Dividends declared to noncontrolling interest
|
|
(30.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.1
|
)
|
||||||
Cash dividends declared ($0.59 per share)
|
|
(184.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(184.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||||
Balance at December 31, 2011
|
|
$
|
7,012.4
|
|
|
$
|
297.1
|
|
|
297.1
|
|
|
$
|
1,633.0
|
|
|
$
|
5,547.8
|
|
|
$
|
(553.6
|
)
|
|
$
|
88.1
|
|
Net earnings
|
|
1,044.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,018.6
|
|
|
—
|
|
|
25.4
|
|
||||||
Other comprehensive income (loss)
|
|
20.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.6
|
|
|
(12.4
|
)
|
||||||
Shares issued under incentive stock plans
|
|
172.5
|
|
|
6.1
|
|
|
6.1
|
|
|
166.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement of Exchangeable Senior Notes
|
|
(4.7
|
)
|
|
10.8
|
|
|
10.8
|
|
|
(15.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of ordinary shares
|
|
(839.8
|
)
|
|
(18.4
|
)
|
|
(18.4
|
)
|
|
(821.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accretion of Exchangeable Senior Notes from Temporary Equity
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
|
49.8
|
|
|
—
|
|
|
—
|
|
|
49.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition/divestiture of noncontrolling interest
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Dividends declared to noncontrolling interest
|
|
(19.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.2
|
)
|
||||||
Cash dividends declared ($0.69 per share)
|
|
(207.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2012
|
|
$
|
7,229.3
|
|
|
$
|
295.6
|
|
|
295.6
|
|
|
$
|
1,014.5
|
|
|
$
|
6,358.7
|
|
|
$
|
(521.0
|
)
|
|
$
|
81.5
|
|
Ingersoll-Rand plc
Consolidated Statements of Cash Flows
In millions
|
||||||||||||
For the years ended December 31,
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,044.0
|
|
|
$
|
369.3
|
|
|
$
|
665.1
|
|
(Income) loss from discontinued operations, net of tax
|
|
5.7
|
|
|
56.8
|
|
|
117.5
|
|
|||
Adjustments to arrive at net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
(Gain) loss on sale/asset impairment
|
|
(4.5
|
)
|
|
646.9
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
375.5
|
|
|
402.7
|
|
|
436.8
|
|
|||
Stock settled share-based compensation
|
|
49.8
|
|
|
42.6
|
|
|
73.5
|
|
|||
(Gain) loss on sale of property, plant and equipment
|
|
(1.2
|
)
|
|
(22.6
|
)
|
|
4.6
|
|
|||
Equity earnings, net of dividends
|
|
7.6
|
|
|
5.4
|
|
|
0.8
|
|
|||
Deferred income taxes
|
|
73.9
|
|
|
(74.6
|
)
|
|
82.6
|
|
|||
Other items
|
|
122.7
|
|
|
15.6
|
|
|
101.2
|
|
|||
Changes in other assets and liabilities
|
|
|
|
|
|
|
||||||
(Increase) decrease in:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
(35.2
|
)
|
|
8.1
|
|
|
(238.9
|
)
|
|||
Inventories
|
|
(29.5
|
)
|
|
(14.3
|
)
|
|
(213.0
|
)
|
|||
Other current and noncurrent assets
|
|
(61.6
|
)
|
|
(55.0
|
)
|
|
159.8
|
|
|||
Increase (decrease) in:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
(2.5
|
)
|
|
(29.0
|
)
|
|
246.9
|
|
|||
Other current and noncurrent liabilities
|
|
(267.0
|
)
|
|
(121.7
|
)
|
|
(680.5
|
)
|
|||
Net cash (used in) provided by continuing operating activities
|
|
1,277.7
|
|
|
1,230.2
|
|
|
756.4
|
|
|||
Net cash (used in) provided by discontinued operating activities
|
|
(96.8
|
)
|
|
(43.4
|
)
|
|
(61.0
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
1,180.9
|
|
|
1,186.8
|
|
|
695.4
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(262.6
|
)
|
|
(242.9
|
)
|
|
(179.5
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
(1.9
|
)
|
|
(14.0
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
|
19.2
|
|
|
52.0
|
|
|
14.5
|
|
|||
Proceeds from business dispositions, net of cash sold
|
|
52.7
|
|
|
400.3
|
|
|
—
|
|
|||
Dividends received from equity investments
|
|
44.3
|
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by continuing investing activities
|
|
(146.4
|
)
|
|
207.5
|
|
|
(179.0
|
)
|
|||
Net cash (used in) provided by discontinued investing activities
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||
Net cash provided by (used in) investing activities
|
|
(146.4
|
)
|
|
207.5
|
|
|
(178.6
|
)
|
Ingersoll-Rand plc
Consolidated Statements of Cash Flows - (Continued)
In millions
|
||||||||||||
For the years ended December 31,
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Commercial paper program, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other short-term borrowings, net
|
|
5.5
|
|
|
35.5
|
|
|
33.1
|
|
|||
Proceeds from long-term debt
|
|
—
|
|
|
3.6
|
|
|
62.9
|
|
|||
Payments of long-term debt
|
|
(420.3
|
)
|
|
(93.1
|
)
|
|
(524.8
|
)
|
|||
Net proceeds (repayments) in debt
|
|
(414.8
|
)
|
|
(54.0
|
)
|
|
(428.8
|
)
|
|||
Debt issuance costs
|
|
(2.5
|
)
|
|
(2.3
|
)
|
|
(5.5
|
)
|
|||
Excess tax benefit from share-based compensation
|
|
19.6
|
|
|
24.6
|
|
|
4.2
|
|
|||
Dividends paid to ordinary shareholders
|
|
(192.4
|
)
|
|
(137.3
|
)
|
|
(90.7
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
(20.7
|
)
|
|
(26.2
|
)
|
|
(20.2
|
)
|
|||
Acquisition/divestiture of noncontrolling interest
|
|
(1.5
|
)
|
|
(1.3
|
)
|
|
(8.0
|
)
|
|||
Proceeds from shares issued under incentive plans
|
|
152.9
|
|
|
109.0
|
|
|
145.3
|
|
|||
Repurchase of ordinary shares
|
|
(839.8
|
)
|
|
(1,157.5
|
)
|
|
—
|
|
|||
Other, net
|
|
(4.7
|
)
|
|
(1.4
|
)
|
|
—
|
|
|||
Net cash (used in) provided by continuing financing activities
|
|
(1,303.9
|
)
|
|
(1,246.4
|
)
|
|
(403.7
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(9.2
|
)
|
|
(1.5
|
)
|
|
24.5
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(278.6
|
)
|
|
146.4
|
|
|
137.6
|
|
|||
Cash and cash equivalents – beginning of period
|
|
1,160.7
|
|
|
1,014.3
|
|
|
876.7
|
|
|||
Cash and cash equivalents – end of period
|
|
$
|
882.1
|
|
|
$
|
1,160.7
|
|
|
$
|
1,014.3
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Interest, net of amounts capitalized
|
|
$
|
224.9
|
|
|
$
|
232.5
|
|
|
$
|
225.7
|
|
Income taxes, net of refunds
|
|
$
|
251.3
|
|
|
$
|
189.7
|
|
|
$
|
117.4
|
|
Buildings
|
10
|
to
|
50
|
years
|
Machinery and equipment
|
2
|
to
|
12
|
years
|
Software
|
2
|
to
|
7
|
years
|
Customer relationships
|
20
|
years
|
Trademarks
|
25
|
years
|
Completed technology/patents
|
10
|
years
|
Other
|
20
|
years
|
|
|
2012
|
|
2011
|
||||||||||||||||||||
In millions
|
|
Amortized cost or cost
|
|
Unrealized
gains
|
|
Fair
value
|
|
Amortized cost or cost
|
|
Unrealized
gains
|
|
Fair
value
|
||||||||||||
Equity securities
|
|
$
|
5.5
|
|
|
$
|
11.2
|
|
|
$
|
16.7
|
|
|
$
|
5.7
|
|
|
$
|
4.7
|
|
|
$
|
10.4
|
|
In millions
|
|
2012
|
|
2011
|
||||
Raw materials
|
|
$
|
501.9
|
|
|
$
|
478.7
|
|
Work-in-process
|
|
109.6
|
|
|
114.4
|
|
||
Finished goods
|
|
800.2
|
|
|
787.9
|
|
||
|
|
1,411.7
|
|
|
1,381.0
|
|
||
LIFO reserve
|
|
(102.9
|
)
|
|
(102.7
|
)
|
||
Total
|
|
$
|
1,308.8
|
|
|
$
|
1,278.3
|
|
In millions
|
|
2012
|
|
2011
|
||||
Land
|
|
$
|
83.6
|
|
|
$
|
86.5
|
|
Buildings
|
|
714.7
|
|
|
693.4
|
|
||
Machinery and equipment
|
|
1,900.9
|
|
|
1,784.9
|
|
||
Software
|
|
615.0
|
|
|
538.0
|
|
||
|
|
3,314.2
|
|
|
3,102.8
|
|
||
Accumulated depreciation
|
|
(1,661.6
|
)
|
|
(1,463.4
|
)
|
||
Total
|
|
$
|
1,652.6
|
|
|
$
|
1,639.4
|
|
In millions
|
|
Climate
Solutions
|
|
Residential
Solutions
|
|
Industrial
Technologies
|
|
Security
Technologies
|
|
Total
|
||||||||||
December 31, 2010 (gross)
|
|
$
|
5,380.7
|
|
|
$
|
2,326.4
|
|
|
$
|
368.1
|
|
|
$
|
914.0
|
|
|
$
|
8,989.2
|
|
Acquisitions and adjustments *
|
|
(6.9
|
)
|
|
(7.4
|
)
|
|
(0.3
|
)
|
|
2.9
|
|
|
(11.7
|
)
|
|||||
Currency translation
|
|
(31.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
(1.5
|
)
|
|
(33.5
|
)
|
|||||
December 31, 2011 (gross)
|
|
5,342.8
|
|
|
2,319.0
|
|
|
366.8
|
|
|
915.4
|
|
|
8,944.0
|
|
|||||
Acquisitions and adjustments *
|
|
(2.7
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|||||
Currency translation
|
|
30.5
|
|
|
—
|
|
|
1.9
|
|
|
7.1
|
|
|
39.5
|
|
|||||
December 31, 2012 (gross)
|
|
5,370.6
|
|
|
2,317.1
|
|
|
368.7
|
|
|
922.5
|
|
|
8,978.9
|
|
|||||
Accumulated impairment **
|
|
(839.8
|
)
|
|
(1,656.2
|
)
|
|
—
|
|
|
(344.0
|
)
|
|
(2,840.0
|
)
|
|||||
Goodwill (net)
|
|
$
|
4,530.8
|
|
|
$
|
660.9
|
|
|
$
|
368.7
|
|
|
$
|
578.5
|
|
|
$
|
6,138.9
|
|
|
|
2012
|
|
2011
|
||||||||||||||||||||
In millions
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||||||||
Completed technologies/patents
|
|
$
|
203.2
|
|
|
$
|
(134.4
|
)
|
|
$
|
68.8
|
|
|
$
|
207.1
|
|
|
$
|
(112.6
|
)
|
|
$
|
94.5
|
|
Customer relationships
|
|
1,966.8
|
|
|
(523.6
|
)
|
|
1,443.2
|
|
|
1,958.5
|
|
|
(412.5
|
)
|
|
1,546.0
|
|
||||||
Trademarks (finite-lived)
|
|
98.0
|
|
|
(32.1
|
)
|
|
65.9
|
|
|
96.1
|
|
|
(27.6
|
)
|
|
68.5
|
|
||||||
Other
|
|
71.4
|
|
|
(59.4
|
)
|
|
12.0
|
|
|
69.7
|
|
|
(56.1
|
)
|
|
13.6
|
|
||||||
Total finite-lived intangible assets
|
|
2,339.4
|
|
|
$
|
(749.5
|
)
|
|
1,589.9
|
|
|
2,331.4
|
|
|
$
|
(608.8
|
)
|
|
1,722.6
|
|
||||
Trademarks (indefinite-lived)
|
|
2,611.0
|
|
|
|
|
2,611.0
|
|
|
2,611.0
|
|
|
|
|
2,611.0
|
|
||||||||
Total
|
|
$
|
4,950.4
|
|
|
|
|
$
|
4,200.9
|
|
|
$
|
4,942.4
|
|
|
|
|
$
|
4,333.6
|
|
In millions
|
|
2012
|
|
2011
|
||||
Debentures with put feature
|
|
$
|
343.0
|
|
|
$
|
343.6
|
|
Exchangeable Senior Notes
|
|
—
|
|
|
341.2
|
|
||
6.000% Senior notes due 2013
|
|
600.0
|
|
|
—
|
|
||
Other current maturities of long-term debt
|
|
10.8
|
|
|
12.5
|
|
||
Other short-term borrowings
|
|
9.9
|
|
|
66.0
|
|
||
Total
|
|
$
|
963.7
|
|
|
$
|
763.3
|
|
In millions
|
|
2012
|
|
2011
|
||||
6.000% Senior notes due 2013
|
|
$
|
—
|
|
|
$
|
599.9
|
|
9.500% Senior notes due 2014
|
|
655.0
|
|
|
655.0
|
|
||
5.50% Senior notes due 2015
|
|
196.4
|
|
|
194.7
|
|
||
4.75% Senior notes due 2015
|
|
299.7
|
|
|
299.6
|
|
||
6.875% Senior notes due 2018
|
|
749.4
|
|
|
749.3
|
|
||
9.00% Debentures due 2021
|
|
125.0
|
|
|
125.0
|
|
||
7.20% Debentures due 2013-2025
|
|
90.0
|
|
|
97.5
|
|
||
6.48% Debentures due 2025
|
|
149.7
|
|
|
149.7
|
|
||
Other loans and notes, at end-of-year average interest rates of 1.00% in 2012 and
2.87% in 2011, maturing in various amounts to 2019
|
|
4.1
|
|
|
8.6
|
|
||
Total
|
|
$
|
2,269.3
|
|
|
$
|
2,879.3
|
|
In millions
|
|
||
2013
|
$
|
953.8
|
|
2014
|
660.4
|
|
|
2015
|
508.0
|
|
|
2016
|
8.8
|
|
|
2017
|
7.7
|
|
|
Thereafter
|
1,084.4
|
|
|
Total
|
$
|
3,223.1
|
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||
In millions
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
$
|
0.1
|
|
|
$
|
3.1
|
|
|
$
|
4.6
|
|
|
$
|
0.3
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
4.6
|
|
|
6.2
|
|
|
7.1
|
|
|
21.9
|
|
||||
Total derivatives
|
|
$
|
4.7
|
|
|
$
|
9.3
|
|
|
$
|
11.7
|
|
|
$
|
22.2
|
|
|
|
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
|
|
2012
|
|
2011
|
|
2010
|
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||
Currency derivatives
|
|
$
|
(7.2
|
)
|
|
$
|
2.4
|
|
|
$
|
2.2
|
|
|
Cost of goods sold
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
(0.4
|
)
|
Interest rate locks
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(3.0
|
)
|
|
(2.9
|
)
|
|
(2.8
|
)
|
||||||
Total
|
|
$
|
(7.2
|
)
|
|
$
|
2.4
|
|
|
$
|
2.2
|
|
|
|
|
$
|
(2.8
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(3.2
|
)
|
In millions
|
|
Location of gain (loss) recognized in Net earnings
|
|
Amount of gain (loss) recognized in Net earnings
|
||||||||||
2012
|
|
2011
|
|
2010
|
||||||||||
Currency derivatives
|
|
Other, net
|
|
$
|
28.4
|
|
|
$
|
(7.4
|
)
|
|
$
|
56.4
|
|
Total
|
|
|
|
$
|
28.4
|
|
|
$
|
(7.4
|
)
|
|
$
|
56.4
|
|
In millions
|
|
2012
|
|
2011
|
||||
Change in benefit obligations:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
3,841.1
|
|
|
$
|
3,799.5
|
|
Service cost
|
|
96.8
|
|
|
93.5
|
|
||
Interest cost
|
|
163.6
|
|
|
185.5
|
|
||
Employee contributions
|
|
1.5
|
|
|
1.9
|
|
||
Amendments
|
|
3.4
|
|
|
0.9
|
|
||
Actuarial (gains) losses
|
|
374.3
|
|
|
273.4
|
|
||
Benefits paid
|
|
(217.2
|
)
|
|
(244.4
|
)
|
||
Currency translation
|
|
37.4
|
|
|
(6.0
|
)
|
||
Curtailments and settlements
|
|
(63.4
|
)
|
|
(254.8
|
)
|
||
Other, including expenses paid
|
|
(8.9
|
)
|
|
(8.4
|
)
|
||
Benefit obligation at end of year
|
|
$
|
4,228.6
|
|
|
$
|
3,841.1
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value at beginning of year
|
|
$
|
3,100.4
|
|
|
$
|
3,248.6
|
|
Actual return on assets
|
|
320.5
|
|
|
270.3
|
|
||
Company contributions
|
|
89.1
|
|
|
57.3
|
|
||
Employee contributions
|
|
1.5
|
|
|
1.9
|
|
||
Benefits paid
|
|
(217.2
|
)
|
|
(244.4
|
)
|
||
Currency translation
|
|
31.0
|
|
|
(3.8
|
)
|
||
Settlements
|
|
(5.6
|
)
|
|
(221.1
|
)
|
||
Other, including expenses paid
|
|
(9.5
|
)
|
|
(8.4
|
)
|
||
Fair value of assets end of year
|
|
$
|
3,310.2
|
|
|
$
|
3,100.4
|
|
Funded status:
|
|
|
|
|
||||
Plan assets less than the benefit obligations
|
|
$
|
(918.4
|
)
|
|
$
|
(740.7
|
)
|
Amounts included in the balance sheet:
|
|
|
|
|
||||
Other noncurrent assets
|
|
$
|
5.1
|
|
|
$
|
4.7
|
|
Accrued compensation and benefits
|
|
(9.9
|
)
|
|
(14.8
|
)
|
||
Postemployment and other benefit liabilities
|
|
(913.6
|
)
|
|
(730.6
|
)
|
||
Net amount recognized
|
|
$
|
(918.4
|
)
|
|
$
|
(740.7
|
)
|
In millions
|
|
Prior service cost
|
|
Net actuarial losses
|
|
Total
|
||||||
December 31, 2011
|
|
$
|
(30.4
|
)
|
|
$
|
(1,200.0
|
)
|
|
$
|
(1,230.4
|
)
|
Current year changes recorded to Accumulated other comprehensive income (loss)
|
|
(3.4
|
)
|
|
(169.6
|
)
|
|
(173.0
|
)
|
|||
Amortization reclassified to earnings
|
|
5.1
|
|
|
60.6
|
|
|
65.7
|
|
|||
Settlements/curtailments reclassified to earnings
|
|
4.4
|
|
|
0.5
|
|
|
4.9
|
|
|||
Currency translation and other
|
|
0.8
|
|
|
(10.4
|
)
|
|
(9.6
|
)
|
|||
December 31, 2012
|
|
$
|
(23.5
|
)
|
|
$
|
(1,318.9
|
)
|
|
$
|
(1,342.4
|
)
|
Benefit obligations at December 31,
|
|
2012
|
|
2011
|
||
Discount rate:
|
|
|
|
|
||
U.S. plans
|
|
3.75
|
%
|
|
4.25
|
%
|
Non-U.S. plans
|
|
4.25
|
%
|
|
5.00
|
%
|
Rate of compensation increase:
|
|
|
|
|
||
U.S. plans
|
|
4.00
|
%
|
|
4.00
|
%
|
Non-U.S. plans
|
|
4.00
|
%
|
|
4.00
|
%
|
In millions
|
|
||
2013
|
$
|
220.2
|
|
2014
|
226.4
|
|
|
2015
|
238.1
|
|
|
2016
|
232.6
|
|
|
2017
|
236.0
|
|
|
2018 - 2022
|
1,326.3
|
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Service cost
|
|
$
|
96.8
|
|
|
$
|
93.5
|
|
|
$
|
87.1
|
|
Interest cost
|
|
163.6
|
|
|
185.5
|
|
|
194.5
|
|
|||
Expected return on plan assets
|
|
(173.6
|
)
|
|
(219.6
|
)
|
|
(196.3
|
)
|
|||
Net amortization of:
|
|
|
|
|
|
|
||||||
Prior service costs
|
|
5.1
|
|
|
5.6
|
|
|
8.2
|
|
|||
Transition amount
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Plan net actuarial losses
|
|
60.6
|
|
|
51.1
|
|
|
55.5
|
|
|||
Net periodic pension benefit cost
|
|
152.5
|
|
|
116.1
|
|
|
149.1
|
|
|||
Net curtailment and settlement (gains) losses
|
|
4.9
|
|
|
62.5
|
|
|
6.2
|
|
|||
Net periodic pension benefit cost after net curtailment and settlement (gains) losses
|
|
$
|
157.4
|
|
|
$
|
178.6
|
|
|
$
|
155.3
|
|
Amounts recorded in continuing operations
|
|
$
|
148.1
|
|
|
$
|
177.2
|
|
|
$
|
148.4
|
|
Amounts recorded in discontinued operations
|
|
9.3
|
|
|
1.4
|
|
|
6.9
|
|
|||
Total
|
|
$
|
157.4
|
|
|
$
|
178.6
|
|
|
$
|
155.3
|
|
Net periodic pension cost for the year ended December 31,
|
|
2012
|
|
2011
|
|
2010
|
|||
Discount rate:
|
|
|
|
|
|
|
|||
U.S. plans
|
|
|
|
|
|
|
|||
For the period January 1 to June 7
|
|
4.25
|
%
|
|
5.00
|
%
|
|
5.75
|
%
|
For the period June 8 to December 31
|
|
4.00
|
%
|
|
5.00
|
%
|
|
5.75
|
%
|
Non-U.S. plans
|
|
5.00
|
%
|
|
5.50
|
%
|
|
5.50
|
%
|
Rate of compensation increase:
|
|
|
|
|
|
|
|||
U.S. plans
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Non-U.S. plans
|
|
4.00
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Expected return on plan assets:
|
|
|
|
|
|
|
|||
U.S. plans
|
|
5.75
|
%
|
|
7.25
|
%
|
|
7.75
|
%
|
Non-U.S. plans
|
|
5.75
|
%
|
|
6.25
|
%
|
|
7.00
|
%
|
|
|
Fair value measurements
|
|
Total
fair value
|
||||||||||||
In millions
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Cash and cash equivalents
|
|
$
|
5.8
|
|
|
$
|
25.5
|
|
|
$
|
—
|
|
|
$
|
31.3
|
|
Equity investments:
|
|
|
|
|
|
|
|
|
||||||||
Registered mutual funds - equity specialty
(a)
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
||||
Commingled funds – equity specialty
(a)
|
|
—
|
|
|
935.2
|
|
|
—
|
|
|
935.2
|
|
||||
|
|
5.9
|
|
|
935.2
|
|
|
—
|
|
|
941.1
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
—
|
|
|
817.0
|
|
|
—
|
|
|
817.0
|
|
||||
Corporate and non-U.S. bonds
(b)
|
|
—
|
|
|
890.2
|
|
|
—
|
|
|
890.2
|
|
||||
Asset-backed and mortgage-backed securities
|
|
—
|
|
|
53.0
|
|
|
—
|
|
|
53.0
|
|
||||
Registered mutual funds - fixed income specialty
(c)
|
|
33.8
|
|
|
—
|
|
|
—
|
|
|
33.8
|
|
||||
Commingled funds – fixed income specialty
(c)
|
|
—
|
|
|
439.1
|
|
|
—
|
|
|
439.1
|
|
||||
Other fixed income
(d)
|
|
—
|
|
|
—
|
|
|
21.9
|
|
|
21.9
|
|
||||
|
|
33.8
|
|
|
2,199.3
|
|
|
21.9
|
|
|
2,255.0
|
|
||||
Derivatives
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Real estate
(e)
|
|
—
|
|
|
—
|
|
|
29.2
|
|
|
29.2
|
|
||||
Other
(f)
|
|
—
|
|
|
—
|
|
|
54.4
|
|
|
54.4
|
|
||||
Total assets at fair value
|
|
$
|
45.5
|
|
|
$
|
3,159.9
|
|
|
$
|
105.5
|
|
|
$
|
3,310.9
|
|
Receivables and payables, net
|
|
|
|
|
|
|
|
(0.7
|
)
|
|||||||
Net assets available for benefits
|
|
|
|
|
|
|
|
$
|
3,310.2
|
|
(a)
|
This class includes commingled and registered mutual funds that focus on equity investments. It includes both indexed and actively managed funds.
|
(b)
|
This class includes state and municipal bonds.
|
(c)
|
This class comprises commingled and registered mutual funds that focus on fixed income securities.
|
(d)
|
This class includes group annuity and guaranteed interest contracts as well as other miscellaneous fixed income securities.
|
(e)
|
This class includes several private equity funds that invest in real estate. It includes both direct investment funds and funds-of-funds.
|
(f)
|
This investment comprises the Company’s non-significant, non-U.S. pension plan assets. It mostly includes insurance contracts.
|
|
|
Fair value measurements
|
|
Total
fair value
|
||||||||||||
In millions
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Cash and cash equivalents
|
|
$
|
1.5
|
|
|
$
|
29.0
|
|
|
$
|
—
|
|
|
$
|
30.5
|
|
Equity investments:
|
|
|
|
|
|
|
|
|
||||||||
Registered mutual funds - equity specialty
(a)
*
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||
Commingled funds – equity specialty
(a)
*
|
|
—
|
|
|
858.0
|
|
|
—
|
|
|
858.0
|
|
||||
|
|
5.8
|
|
|
858.0
|
|
|
—
|
|
|
863.8
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
—
|
|
|
842.4
|
|
|
—
|
|
|
842.4
|
|
||||
Corporate and non-U.S. bonds
(b)
|
|
—
|
|
|
773.8
|
|
|
—
|
|
|
773.8
|
|
||||
Asset-backed and mortgage-backed securities
|
|
—
|
|
|
65.8
|
|
|
—
|
|
|
65.8
|
|
||||
Registered mutual funds - fixed income specialty
(c)
*
|
|
32.5
|
|
|
—
|
|
|
—
|
|
|
32.5
|
|
||||
Commingled funds – fixed income specialty
(c)
*
|
|
—
|
|
|
403.6
|
|
|
—
|
|
|
403.6
|
|
||||
Other fixed income
(d)
|
|
—
|
|
|
—
|
|
|
21.0
|
|
|
21.0
|
|
||||
|
|
32.5
|
|
|
2,085.6
|
|
|
21.0
|
|
|
2,139.1
|
|
||||
Derivatives
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Real estate
(e)
|
|
—
|
|
|
—
|
|
|
33.6
|
|
|
33.6
|
|
||||
Other
(f)
|
|
—
|
|
|
—
|
|
|
42.6
|
|
|
42.6
|
|
||||
Total assets at fair value
|
|
$
|
39.8
|
|
|
$
|
2,972.7
|
|
|
$
|
97.2
|
|
|
$
|
3,109.7
|
|
Receivables and payables, net
|
|
|
|
|
|
|
|
(9.3
|
)
|
|||||||
Net assets available for benefits
|
|
|
|
|
|
|
|
$
|
3,100.4
|
|
(a)
|
This class includes commingled and registered mutual funds that focus on equity investments. It includes both indexed and actively managed funds.
|
(b)
|
This class includes state and municipal bonds.
|
(c)
|
This class comprises commingled and registered mutual funds that focus on fixed income securities.
|
(d)
|
This class includes group annuity and guaranteed interest contracts as well as other miscellaneous fixed income securities.
|
(e)
|
This class includes several private equity funds that invest in real estate. It includes both direct investment funds and funds-of-funds.
|
(f)
|
This investment comprises the Company’s non-significant, non-U.S. pension plan assets. It mostly includes insurance contracts.
|
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.
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Total contributions
|
|
$
|
5.4
|
|
|
$
|
5.2
|
|
|
$
|
4.8
|
|
In millions
|
|
2012
|
|
2011
|
||||
Change in benefit obligations:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
919.9
|
|
|
$
|
883.0
|
|
Service cost
|
|
7.3
|
|
|
8.4
|
|
||
Interest cost
|
|
30.8
|
|
|
42.0
|
|
||
Plan participants’ contributions
|
|
19.1
|
|
|
20.5
|
|
||
Actuarial (gains) losses
|
|
15.4
|
|
|
63.3
|
|
||
Benefits paid, net of Medicare Part D subsidy *
|
|
(78.8
|
)
|
|
(81.2
|
)
|
||
Settlements/curtailments
|
|
—
|
|
|
(12.7
|
)
|
||
Amendments
|
|
(62.3
|
)
|
|
(2.2
|
)
|
||
Other
|
|
—
|
|
|
(1.2
|
)
|
||
Benefit obligations at end of year
|
|
$
|
851.4
|
|
|
$
|
919.9
|
|
Funded status:
|
|
|
|
|
||||
Plan assets less than benefit obligations
|
|
$
|
(851.4
|
)
|
|
$
|
(919.9
|
)
|
Amounts included in the balance sheet:
|
|
|
|
|
||||
Accrued compensation and benefits
|
|
$
|
(68.2
|
)
|
|
$
|
(71.8
|
)
|
Postemployment and other benefit liabilities
|
|
(783.2
|
)
|
|
(848.1
|
)
|
||
Total
|
|
$
|
(851.4
|
)
|
|
$
|
(919.9
|
)
|
In millions
|
|
Prior service gains
|
|
Net actuarial losses
|
|
Total
|
||||||
Balance at December 31, 2011
|
|
$
|
5.0
|
|
|
$
|
(172.2
|
)
|
|
$
|
(167.2
|
)
|
Current year changes recorded to Accumulated other comprehensive income (loss)
|
|
62.2
|
|
|
(15.4
|
)
|
|
46.8
|
|
|||
Amortization reclassified to earnings
|
|
(10.3
|
)
|
|
7.3
|
|
|
(3.0
|
)
|
|||
Balance at December 31, 2012
|
|
$
|
56.9
|
|
|
$
|
(180.3
|
)
|
|
$
|
(123.4
|
)
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Service cost
|
|
$
|
7.3
|
|
|
$
|
8.4
|
|
|
$
|
8.9
|
|
Interest cost
|
|
30.8
|
|
|
42.0
|
|
|
48.1
|
|
|||
Net amortization of:
|
|
|
|
|
|
|
||||||
Prior service gains
|
|
(10.3
|
)
|
|
(3.5
|
)
|
|
(3.4
|
)
|
|||
Net actuarial losses
|
|
7.3
|
|
|
1.6
|
|
|
11.0
|
|
|||
Net periodic postretirement benefit cost
|
|
35.1
|
|
|
48.5
|
|
|
64.6
|
|
|||
Net curtailment and settlement (gains) losses
|
|
—
|
|
|
(10.1
|
)
|
|
—
|
|
|||
Net periodic postretirement benefit (income) cost after net curtailment and settlement (gains) losses
|
|
$
|
35.1
|
|
|
$
|
38.4
|
|
|
$
|
64.6
|
|
Amounts recorded in continuing operations
|
|
$
|
23.0
|
|
|
$
|
20.9
|
|
|
$
|
39.4
|
|
Amounts recorded in discontinued operations
|
|
12.1
|
|
|
17.5
|
|
|
25.2
|
|
|||
Total
|
|
$
|
35.1
|
|
|
$
|
38.4
|
|
|
$
|
64.6
|
|
Assumptions:
|
|
2012
|
|
2011
|
|
2010
|
|||
Weighted-average discount rate assumption to determine:
|
|
|
|
|
|
|
|||
Benefit obligations at December 31
|
|
3.25
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
Net periodic benefit cost
|
|
|
|
|
|
|
|||
For the period January 1 to January 31
|
|
4.00
|
%
|
|
5.00
|
%
|
|
5.50
|
%
|
For the period February 1 to December 31
|
|
3.75
|
%
|
|
5.00
|
%
|
|
5.50
|
%
|
Assumed health-care cost trend rates at December 31:
|
|
|
|
|
|
|
|||
Current year medical inflation
|
|
8.05
|
%
|
|
8.45
|
%
|
|
8.85
|
%
|
Ultimate inflation rate
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2021
|
|
|
2021
|
|
|
2021
|
|
In millions
|
|
1%
Increase
|
|
1%
Decrease
|
||||
Effect on total of service and interest cost components
|
|
$
|
1.4
|
|
|
$
|
(1.3
|
)
|
Effect on postretirement benefit obligation
|
|
39.0
|
|
|
(34.2
|
)
|
In millions
|
|
||
2013
|
$
|
69.3
|
|
2014
|
68.0
|
|
|
2015
|
67.3
|
|
|
2016
|
66.6
|
|
|
2017
|
65.3
|
|
|
2018 - 2022
|
293.2
|
|
•
|
Level 1 – Inputs based on quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
|
•
|
Level 3 – Unobservable inputs based on little or no market activity and that are significant to the fair value of the assets and liabilities.
|
|
|||||||||||||||
|
Fair value measurements
|
|
Total
fair value |
||||||||||||
In millions
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
|||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
16.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.7
|
|
Derivative instruments
|
—
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
||||
Total asset recurring fair value measurements
|
$
|
16.7
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
21.4
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
—
|
|
|
$
|
11.7
|
|
|
$
|
—
|
|
|
$
|
11.7
|
|
Total liability recurring fair value measurements
|
$
|
—
|
|
|
$
|
11.7
|
|
|
$
|
—
|
|
|
$
|
11.7
|
|
Financial instruments not carried at fair value:
|
|
|
|
|
|
|
|
||||||||
Total debt
|
$
|
—
|
|
|
$
|
3,663.1
|
|
|
$
|
—
|
|
|
$
|
3,663.1
|
|
Total financial instruments not carried at fair value
|
$
|
—
|
|
|
$
|
3,663.1
|
|
|
$
|
—
|
|
|
$
|
3,663.1
|
|
|
|||||||||||||||
|
Fair value measurements
|
|
Total
fair value |
||||||||||||
In millions
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
|||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.4
|
|
Derivative instruments
|
—
|
|
|
9.3
|
|
|
—
|
|
|
9.3
|
|
||||
Total asset recurring fair value measurements
|
$
|
10.4
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
19.7
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
—
|
|
|
$
|
22.2
|
|
|
$
|
—
|
|
|
$
|
22.2
|
|
Total liability recurring fair value measurements
|
$
|
—
|
|
|
$
|
22.2
|
|
|
$
|
—
|
|
|
$
|
22.2
|
|
Financial instruments not carried at fair value:
|
|
|
|
|
|
|
|
||||||||
Total debt
|
$
|
—
|
|
|
$
|
4,359.2
|
|
|
$
|
—
|
|
|
$
|
4,359.2
|
|
Total financial instruments not carried at fair value
|
$
|
—
|
|
|
$
|
4,359.2
|
|
|
$
|
—
|
|
|
$
|
4,359.2
|
|
•
|
Marketable securities
– These securities include investments in publicly traded stock of non-U.S. companies held by non-U.S. subsidiaries of the Company. The fair value is obtained for the securities based on observable market prices quoted on public stock exchanges.
|
•
|
Derivative instruments
– These 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.
|
•
|
Debt
– These securities are recorded at cost and include fixed-rate debentures maturing in
2027
and
2028
, which only require early prepayment at the option of the holder; exchangeable senior notes; other senior notes maturing through
2025
, and other short-term borrowings. The fair value of the long-term debt instruments is obtained based on observable market prices quoted on public exchanges for similar assets.
|
In millions
|
Total
|
|
December 31, 2011
|
297.1
|
|
Shares issued under incentive plans
|
6.1
|
|
Shares issued for settlement of Exchangeable Senior Notes
|
10.8
|
|
Repurchase of ordinary shares
|
(18.4
|
)
|
December 31, 2012
|
295.6
|
|
In millions
|
|
Cash flow hedges and marketable securities
|
|
Pension and OPEB Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
December 31, 2010
|
|
$
|
(5.4
|
)
|
|
$
|
(825.7
|
)
|
|
$
|
506.1
|
|
|
$
|
(325.0
|
)
|
Other comprehensive income (loss), net of tax
|
|
0.9
|
|
|
(71.4
|
)
|
|
(158.1
|
)
|
|
(228.6
|
)
|
||||
December 31, 2011
|
|
$
|
(4.5
|
)
|
|
$
|
(897.1
|
)
|
|
$
|
348.0
|
|
|
$
|
(553.6
|
)
|
Other comprehensive income (loss), net of tax
|
|
3.1
|
|
|
(67.1
|
)
|
|
96.6
|
|
|
32.6
|
|
||||
December 31, 2012
|
|
$
|
(1.4
|
)
|
|
$
|
(964.2
|
)
|
|
$
|
444.6
|
|
|
$
|
(521.0
|
)
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Pension and OPEB items
|
|
$
|
(1.3
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.8
|
)
|
Foreign currency items
|
|
(11.1
|
)
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income (loss) attributable to noncontrolling interests
|
|
$
|
(12.4
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.8
|
)
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Stock options
|
|
$
|
5.7
|
|
|
$
|
22.3
|
|
|
$
|
30.8
|
|
RSUs
|
|
22.0
|
|
|
21.1
|
|
|
13.7
|
|
|||
PSUs
|
|
22.5
|
|
|
(0.5
|
)
|
|
28.6
|
|
|||
Deferred compensation
|
|
0.1
|
|
|
1.1
|
|
|
1.5
|
|
|||
Other
|
|
2.3
|
|
|
(0.9
|
)
|
|
1.3
|
|
|||
Pre-tax expense
|
|
52.6
|
|
|
43.1
|
|
|
75.9
|
|
|||
Tax benefit
|
|
20.1
|
|
|
16.5
|
|
|
29.0
|
|
|||
After-tax expense
|
|
$
|
32.5
|
|
|
$
|
26.6
|
|
|
$
|
46.9
|
|
Amounts recorded in continuing operations
|
|
$
|
32.5
|
|
|
$
|
26.6
|
|
|
$
|
46.8
|
|
Amounts recorded in discontinued operations
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Total
|
|
$
|
32.5
|
|
|
$
|
26.6
|
|
|
$
|
46.9
|
|
|
|
2012
|
|
2011
|
||
Dividend yield
|
|
1.33
|
%
|
|
1.33
|
%
|
Volatility
|
|
43.60
|
%
|
|
34.81
|
%
|
Risk-free rate of return
|
|
0.92
|
%
|
|
2.45
|
%
|
Expected life
|
|
5.1 years
|
|
|
5.3 years
|
|
|
|
Shares
subject
to option
|
|
Weighted-
average
exercise price
|
|
Aggregate
intrinsic
value (millions)
|
|
Weighted-
average
remaining life
|
|||||
December 31, 2009
|
|
27,858,083
|
|
|
$
|
29.54
|
|
|
|
|
|
||
Granted
|
|
2,631,467
|
|
|
31.72
|
|
|
|
|
|
|||
Exercised
|
|
(7,255,729
|
)
|
|
20.81
|
|
|
|
|
|
|||
Cancelled
|
|
(1,527,593
|
)
|
|
35.63
|
|
|
|
|
|
|||
December 31, 2010
|
|
21,706,228
|
|
|
32.30
|
|
|
|
|
|
|||
Granted
|
|
1,834,564
|
|
|
44.99
|
|
|
|
|
|
|||
Exercised
|
|
(4,275,088
|
)
|
|
30.00
|
|
|
|
|
|
|||
Cancelled
|
|
(650,428
|
)
|
|
35.36
|
|
|
|
|
|
|||
December 31, 2011
|
|
18,615,276
|
|
|
33.97
|
|
|
|
|
|
|||
Granted
|
|
1,463,352
|
|
|
40.67
|
|
|
|
|
|
|||
Exercised
|
|
(5,578,783
|
)
|
|
28.87
|
|
|
|
|
|
|||
Cancelled
|
|
(408,883
|
)
|
|
41.30
|
|
|
|
|
|
|||
Outstanding December 31, 2012
|
|
14,090,962
|
|
|
$
|
36.47
|
|
|
$
|
162.4
|
|
|
4.9
|
Exercisable December 31, 2012
|
|
10,697,954
|
|
|
$
|
35.39
|
|
|
$
|
135.0
|
|
|
4.0
|
|
|
|
|
|
|
Options outstanding
|
|
Options exercisable
|
||||||||||||||||||
Range of
exercise price
|
|
Number
outstanding at
December 31,
2012
|
|
Weighted-
average
remaining
life
|
|
Weighted-
average
exercise
price
|
|
Number
outstanding at
December 31,
2012
|
|
Weighted-
average
remaining
life
|
|
Weighted-
average
exercise
price
|
||||||||||||||
10.01
|
|
|
—
|
|
20.00
|
|
|
1,299,987
|
|
|
5.4
|
|
16.70
|
|
|
1,299,987
|
|
|
5.4
|
|
16.70
|
|
||||
20.01
|
|
|
—
|
|
30.00
|
|
|
731,850
|
|
|
2.5
|
|
24.35
|
|
|
726,516
|
|
|
2.4
|
|
24.33
|
|
||||
30.01
|
|
|
—
|
|
40.00
|
|
|
6,721,700
|
|
|
4.0
|
|
35.80
|
|
|
5,724,586
|
|
|
3.6
|
|
36.51
|
|
||||
40.01
|
|
|
—
|
|
50.00
|
|
|
5,209,053
|
|
|
6.3
|
|
43.59
|
|
|
2,827,411
|
|
|
4.6
|
|
43.83
|
|
||||
50.01
|
|
|
—
|
|
60.00
|
|
|
128,372
|
|
|
5.0
|
|
52.26
|
|
|
119,454
|
|
|
4.8
|
|
52.41
|
|
||||
$
|
12.04
|
|
|
—
|
|
$
|
55.22
|
|
|
14,090,962
|
|
|
4.9
|
|
$
|
36.47
|
|
|
10,697,954
|
|
|
4.0
|
|
$
|
35.39
|
|
|
|
RSUs
|
|
Weighted-
average grant
date fair value
|
|||
Outstanding and unvested at December 31, 2009
|
|
864,756
|
|
|
$
|
16.85
|
|
Granted
|
|
839,865
|
|
|
32.22
|
|
|
Vested
|
|
(290,868
|
)
|
|
16.95
|
|
|
Cancelled
|
|
(113,579
|
)
|
|
23.71
|
|
|
Outstanding and unvested at December 31, 2010
|
|
1,300,174
|
|
|
$
|
26.14
|
|
Granted
|
|
672,185
|
|
|
43.87
|
|
|
Vested
|
|
(512,614
|
)
|
|
24.20
|
|
|
Cancelled
|
|
(152,572
|
)
|
|
34.87
|
|
|
Outstanding and unvested at December 31, 2011
|
|
1,307,173
|
|
|
$
|
35.00
|
|
Granted
|
|
643,822
|
|
|
40.74
|
|
|
Vested
|
|
(575,214
|
)
|
|
30.05
|
|
|
Cancelled
|
|
(91,089
|
)
|
|
38.92
|
|
|
Outstanding and unvested at December 31, 2012
|
|
1,284,692
|
|
|
$
|
39.81
|
|
|
|
PSUs
|
|
Weighted-average grant date fair value
|
|||
Outstanding and unvested at December 31, 2009
|
|
3,671,374
|
|
|
$
|
17.70
|
|
Granted
|
|
937,788
|
|
|
32.39
|
|
|
Vested
|
|
(140,904
|
)
|
|
39.00
|
|
|
Forfeited
|
|
(699,552
|
)
|
|
18.74
|
|
|
Outstanding and unvested at December 31, 2010
|
|
3,768,706
|
|
|
$
|
20.36
|
|
Granted
|
|
614,006
|
|
|
46.66
|
|
|
Vested
|
|
(633,504
|
)
|
|
16.95
|
|
|
Forfeited
|
|
(1,116,212
|
)
|
|
19.31
|
|
|
Outstanding and unvested at December 31, 2011
|
|
2,632,996
|
|
|
$
|
27.76
|
|
Granted
|
|
649,668
|
|
|
50.75
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(1,423,028
|
)
|
|
18.68
|
|
|
Outstanding and unvested at December 31, 2012
|
|
1,859,636
|
|
|
$
|
40.30
|
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Climate Solutions
|
|
$
|
12.7
|
|
|
$
|
14.9
|
|
|
$
|
23.7
|
|
Residential Solutions
|
|
0.2
|
|
|
2.7
|
|
|
0.6
|
|
|||
Industrial Technologies
|
|
7.6
|
|
|
6.7
|
|
*
|
17.9
|
|
|||
Security Technologies
|
|
7.4
|
|
|
(0.3
|
)
|
**
|
3.1
|
|
|||
Corporate and Other
|
|
2.8
|
|
|
0.3
|
|
|
—
|
|
|||
Total
|
|
$
|
30.7
|
|
|
$
|
24.3
|
|
|
$
|
45.3
|
|
Cost of goods sold
|
|
$
|
13.3
|
|
|
$
|
6.8
|
|
|
$
|
29.1
|
|
Selling and administrative expenses
|
|
17.4
|
|
|
17.5
|
|
|
16.2
|
|
|||
Total
|
|
$
|
30.7
|
|
|
$
|
24.3
|
|
|
$
|
45.3
|
|
In millions
|
|
Climate
Solutions
|
|
Residential
Solutions
|
|
Industrial
Technologies
|
|
Security
Technologies
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
December 31, 2010
|
|
$
|
3.2
|
|
|
$
|
3.2
|
|
|
$
|
10.1
|
|
|
$
|
8.1
|
|
|
$
|
3.4
|
|
|
$
|
28.0
|
|
Additions, net of reversals
|
|
14.9
|
|
|
2.7
|
|
|
6.7
|
|
*
|
(0.3
|
)
|
**
|
0.3
|
|
|
24.3
|
|
||||||
Cash and non-cash uses
|
|
(14.2
|
)
|
|
(4.3
|
)
|
|
(12.6
|
)
|
|
(6.2
|
)
|
|
(2.0
|
)
|
|
(39.3
|
)
|
||||||
Currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||
December 31, 2011
|
|
3.9
|
|
|
1.6
|
|
|
4.2
|
|
|
1.7
|
|
|
1.7
|
|
|
13.1
|
|
||||||
Additions, net of reversals
|
|
12.7
|
|
|
0.2
|
|
|
7.6
|
|
|
7.4
|
|
|
2.8
|
|
|
30.7
|
|
||||||
Cash and non-cash uses
|
|
(12.0
|
)
|
|
(1.8
|
)
|
|
(9.7
|
)
|
|
(6.0
|
)
|
|
(2.6
|
)
|
|
(32.1
|
)
|
||||||
Currency translation
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
December 31, 2012
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
3.1
|
|
|
$
|
1.9
|
|
|
$
|
11.8
|
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Interest income
|
|
$
|
16.3
|
|
|
$
|
25.9
|
|
|
$
|
15.2
|
|
Exchange gain (loss)
|
|
(2.8
|
)
|
|
2.8
|
|
|
0.9
|
|
|||
Earnings (loss) from equity investments
|
|
(5.9
|
)
|
|
(3.5
|
)
|
|
—
|
|
|||
Other
|
|
17.4
|
|
|
7.8
|
|
|
16.4
|
|
|||
Other, net
|
|
$
|
25.0
|
|
|
$
|
33.0
|
|
|
$
|
32.5
|
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
|
$
|
335.4
|
|
|
$
|
(718.0
|
)
|
|
$
|
(38.7
|
)
|
Non-U.S.
|
|
941.3
|
|
|
1,331.3
|
|
|
1,049.4
|
|
|||
Total
|
|
$
|
1,276.7
|
|
|
$
|
613.3
|
|
|
$
|
1,010.7
|
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
(45.6
|
)
|
|
$
|
59.2
|
|
|
$
|
31.0
|
|
Non-U.S.
|
|
198.7
|
|
|
202.6
|
|
|
114.5
|
|
|||
Total:
|
|
153.1
|
|
|
261.8
|
|
|
145.5
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
242.4
|
|
|
(120.0
|
)
|
|
84.9
|
|
|||
Non-U.S.
|
|
(168.5
|
)
|
|
45.4
|
|
|
(2.3
|
)
|
|||
Total:
|
|
73.9
|
|
|
(74.6
|
)
|
|
82.6
|
|
|||
Total tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
196.8
|
|
|
(60.8
|
)
|
|
115.9
|
|
|||
Non-U.S.
|
|
30.2
|
|
|
248.0
|
|
|
112.2
|
|
|||
Total
|
|
$
|
227.0
|
|
|
$
|
187.2
|
|
|
$
|
228.1
|
|
|
|
Percent of pretax income
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Statutory U.S. rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in rates resulting from:
|
|
|
|
|
|
|
|||
Non-U.S. tax rate differential
|
|
(15.1
|
)
|
|
(37.6
|
)
|
|
(17.3
|
)
|
Tax on U.S. subsidiaries on non-U.S. earnings (1)
|
|
3.0
|
|
|
8.1
|
|
|
2.4
|
|
State and local income taxes (1)
|
|
0.6
|
|
|
(4.7
|
)
|
|
—
|
|
Valuation allowances
|
|
(10.8
|
)
|
|
(0.2
|
)
|
|
0.1
|
|
Non-deductible goodwill write-off - Hussmann
|
|
—
|
|
|
23.2
|
|
|
—
|
|
Reserves for uncertain tax positions
|
|
2.8
|
|
|
6.8
|
|
|
0.4
|
|
Impact of change in taxation of retiree drugs subsidy
|
|
1.3
|
|
|
—
|
|
|
4.0
|
|
Provision to return and other true-up adjustments
|
|
—
|
|
|
(0.7
|
)
|
|
(1.5
|
)
|
Other adjustments
|
|
1.0
|
|
|
0.6
|
|
|
(0.5
|
)
|
Effective tax rate
|
|
17.8
|
%
|
|
30.5
|
%
|
|
22.6
|
%
|
(1)
|
Net of changes in valuation allowances
|
In millions
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Inventory and accounts receivable
|
|
$
|
35.2
|
|
|
$
|
26.8
|
|
Fixed assets and intangibles
|
|
5.5
|
|
|
4.0
|
|
||
Postemployment and other benefit liabilities
|
|
815.2
|
|
|
814.3
|
|
||
Product liability
|
|
237.7
|
|
|
258.7
|
|
||
Other reserves and accruals
|
|
202.1
|
|
|
213.8
|
|
||
Net operating losses and credit carryforwards
|
|
901.4
|
|
|
1,002.9
|
|
||
Other
|
|
118.6
|
|
|
148.7
|
|
||
Gross deferred tax assets
|
|
2,315.7
|
|
|
2,469.2
|
|
||
Less: deferred tax valuation allowances
|
|
(187.3
|
)
|
|
(333.8
|
)
|
||
Deferred tax assets net of valuation allowances
|
|
$
|
2,128.4
|
|
|
$
|
2,135.4
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Inventory and accounts receivable
|
|
$
|
(47.5
|
)
|
|
$
|
(44.9
|
)
|
Fixed assets and intangibles
|
|
(2,181.8
|
)
|
|
(2,149.3
|
)
|
||
Postemployment and other benefit liabilities
|
|
(1.4
|
)
|
|
(4.6
|
)
|
||
Other reserves and accruals
|
|
(5.0
|
)
|
|
(6.6
|
)
|
||
Other
|
|
(64.6
|
)
|
|
(74.3
|
)
|
||
Gross deferred tax liabilities
|
|
(2,300.3
|
)
|
|
(2,279.7
|
)
|
||
Net deferred tax assets (liabilities)
|
|
$
|
(171.9
|
)
|
|
$
|
(144.3
|
)
|
In millions
|
|
Amount
|
|
Expiration
Period
|
||
U.S. Federal net operating loss carryforwards
|
|
$
|
1,308.9
|
|
|
2013-2032
|
U.S. Federal credit carryforwards
|
|
79.9
|
|
|
2014-Unlimited
|
|
U.S. State net operating loss carryforwards
|
|
3,246.5
|
|
|
2013-2032
|
|
U.S. State credit carryforwards
|
|
18.3
|
|
|
2013-Unlimited
|
|
Non-U.S. net operating loss carryforwards
|
|
1,166.0
|
|
|
2013-Unlimited
|
|
Non-U.S. credit carryforwards
|
|
9.7
|
|
|
Unlimited
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning balance
|
|
$
|
333.8
|
|
|
$
|
378.7
|
|
|
$
|
352.6
|
|
Increase to valuation allowance
|
|
51.6
|
|
|
17.0
|
|
|
106.9
|
|
|||
Decrease to valuation allowance
|
|
(194.8
|
)
|
|
(52.2
|
)
|
|
(45.9
|
)
|
|||
Other deductions
|
|
—
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|||
Accumulated other comprehensive income (loss)
|
|
(3.3
|
)
|
|
(8.2
|
)
|
|
(33.4
|
)
|
|||
Ending balance
|
|
$
|
187.3
|
|
|
$
|
333.8
|
|
|
$
|
378.7
|
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning balance
|
|
$
|
536.9
|
|
|
$
|
534.1
|
|
|
$
|
525.1
|
|
Additions based on tax positions related to the current year
|
|
10.1
|
|
|
16.7
|
|
|
14.1
|
|
|||
Additions based on tax positions related to acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additions based on tax positions related to prior years
|
|
94.7
|
|
|
64.9
|
|
|
116.3
|
|
|||
Reductions based on tax positions related to prior years
|
|
(28.3
|
)
|
|
(63.6
|
)
|
|
(101.4
|
)
|
|||
Reductions related to settlements with tax authorities
|
|
(51.4
|
)
|
|
(3.7
|
)
|
|
(11.9
|
)
|
|||
Reductions related to lapses of statute of limitations
|
|
(30.7
|
)
|
|
(10.4
|
)
|
|
(6.0
|
)
|
|||
Translation (gain)/loss
|
|
2.4
|
|
|
(1.1
|
)
|
|
(2.1
|
)
|
|||
Ending balance
|
|
$
|
533.7
|
|
|
$
|
536.9
|
|
|
$
|
534.1
|
|
In millions
|
2011*
|
|
2010
|
||||
Net revenues
|
$
|
818.5
|
|
|
$
|
1,106.1
|
|
Gain (loss) on sale/asset impairment
|
(646.9
|
)
|
**
|
—
|
|
||
Net earnings (loss) attributable to Ingersoll-Rand plc
|
(513.1
|
)
|
|
55.7
|
|
||
Diluted earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
(1.51
|
)
|
|
0.16
|
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net revenues
|
|
$
|
—
|
|
|
$
|
72.2
|
|
|
$
|
143.6
|
|
Pre-tax earnings (loss) from operations
|
|
(49.2
|
)
|
|
(69.0
|
)
|
|
(173.4
|
)
|
|||
Pre-tax gain (loss) on sale
|
|
2.3
|
|
|
(57.7
|
)
|
|
(5.4
|
)
|
|||
Tax benefit (expense)
|
|
41.2
|
|
|
69.9
|
|
|
61.3
|
|
|||
Discontinued operations, net of tax
|
|
$
|
(5.7
|
)
|
|
$
|
(56.8
|
)
|
|
$
|
(117.5
|
)
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Integrated Systems and Services, net of tax
|
|
$
|
(2.8
|
)
|
|
$
|
(6.3
|
)
|
|
$
|
(0.8
|
)
|
Energy Systems, net of tax
|
|
(0.2
|
)
|
|
0.2
|
|
|
(17.6
|
)
|
|||
KOXKA, net of tax
|
|
0.5
|
|
|
(3.3
|
)
|
|
(54.0
|
)
|
|||
Other discontinued operations, net of tax
|
|
(3.2
|
)
|
|
(47.4
|
)
|
|
(45.1
|
)
|
|||
Discontinued operations, net of tax
|
|
$
|
(5.7
|
)
|
|
$
|
(56.8
|
)
|
|
$
|
(117.5
|
)
|
In millions
|
2012
|
|
2011
|
|
2010
|
||||||
Net revenues
|
$
|
—
|
|
|
$
|
72.2
|
|
|
$
|
78.0
|
|
After-tax earnings (loss) from operations
|
$
|
(1.2
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(0.8
|
)
|
Gain (loss) on sale, net of tax
|
(1.6
|
)
|
|
(5.0
|
)
|
|
—
|
|
|||
Discontinued operations, net of tax
|
$
|
(2.8
|
)
|
|
$
|
(6.3
|
)
|
|
$
|
(0.8
|
)
|
In millions
|
2012
|
|
2011
|
|
2010
|
|
||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.9
|
|
|
After-tax earnings (loss) from operations
|
$
|
(0.2
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(14.4
|
)
|
*
|
Gain (loss) on sale, net of tax
|
—
|
|
|
0.6
|
|
|
(3.2
|
)
|
|
|||
Discontinued operations, net of tax
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|
$
|
(17.6
|
)
|
|
In millions
|
2012
|
|
2011
|
|
2010
|
|
||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56.7
|
|
|
After-tax earnings (loss) from operations
|
$
|
0.5
|
|
|
$
|
(3.3
|
)
|
|
$
|
(53.1
|
)
|
*
|
Gain (loss) on sale, net of tax
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
|||
Discontinued operations, net of tax
|
$
|
0.5
|
|
|
$
|
(3.3
|
)
|
|
$
|
(54.0
|
)
|
|
In millions
|
2012
|
|
2011
|
|
2010
|
||||||
Retained costs, net of tax
|
$
|
(17.2
|
)
|
|
$
|
(31.8
|
)
|
|
$
|
(45.0
|
)
|
Net gain (loss) on disposals, net of tax
|
14.0
|
|
|
(15.6
|
)
|
|
(0.1
|
)
|
|||
Discontinued operations, net of tax
|
$
|
(3.2
|
)
|
|
$
|
(47.4
|
)
|
|
$
|
(45.1
|
)
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
|||
Weighted-average number of basic shares
|
|
303.9
|
|
|
324.8
|
|
|
324.7
|
|
Shares issuable under incentive stock plans
|
|
3.7
|
|
|
3.8
|
|
|
5.1
|
|
Exchangeable Senior Notes
|
|
3.0
|
|
|
10.7
|
|
|
10.0
|
|
Weighted-average number of diluted shares
|
|
310.6
|
|
|
339.3
|
|
|
339.8
|
|
Anti-dilutive shares
|
|
5.2
|
|
|
5.0
|
|
|
12.4
|
|
•
|
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 most recent three-year 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 most recent three-year 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
1.5%
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.
|
In millions
|
December 31,
2012 |
|
December 31,
2011 |
||||
Accrued expenses and other current liabilities
|
$
|
69.1
|
|
|
$
|
69.7
|
|
Other noncurrent liabilities
|
810.4
|
|
|
868.6
|
|
||
Total asbestos-related liabilities
|
$
|
879.5
|
|
|
$
|
938.3
|
|
Other current assets
|
$
|
22.5
|
|
|
$
|
23.5
|
|
Other noncurrent assets
|
297.8
|
|
|
298.9
|
|
||
Total asset for probable asbestos-related insurance recoveries
|
$
|
320.3
|
|
|
$
|
322.4
|
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Continuing operations
|
|
$
|
6.6
|
|
|
$
|
(1.2
|
)
|
|
$
|
(1.4
|
)
|
Discontinued operations
|
|
(11.0
|
)
|
|
(8.9
|
)
|
|
(17.4
|
)
|
|||
Total
|
|
$
|
(4.4
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
(18.8
|
)
|
•
|
a review of other companies in circumstances comparable to IR-New Jersey, including Trane, and the success of other companies in recovering under their insurance policies, including Trane's favorable settlement discussed above;
|
•
|
the Company's confidence in its right to recovery under the terms of its policies and pursuant to applicable law; and
|
•
|
the Company's history of receiving payments under the IR-New Jersey insurance program, including under policies that had been the subject of prior litigation.
|
In millions
|
2012
|
|
2011
|
||||
Balance at beginning of period
|
$
|
264.4
|
|
|
$
|
266.6
|
|
Reductions for payments
|
(151.2
|
)
|
|
(168.5
|
)
|
||
Accruals for warranties issued during the current period
|
149.5
|
|
|
175.4
|
|
||
Changes to accruals related to preexisting warranties
|
(0.3
|
)
|
|
(8.5
|
)
|
||
Translation
|
0.7
|
|
|
(0.6
|
)
|
||
Balance at end of period
|
$
|
263.1
|
|
|
$
|
264.4
|
|
In millions
|
2012
|
|
2011
|
||||
Balance at beginning of period
|
$
|
372.0
|
|
|
$
|
364.8
|
|
Amortization of deferred revenue for the period
|
(102.6
|
)
|
|
(100.1
|
)
|
||
Additions for extended warranties issued during the period
|
105.2
|
|
|
105.9
|
|
||
Changes to accruals related to preexisting warranties
|
0.2
|
|
|
1.7
|
|
||
Translation
|
0.3
|
|
|
(0.3
|
)
|
||
Balance at end of period
|
$
|
375.1
|
|
|
$
|
372.0
|
|
In millions
|
2011
|
|
2010
|
||||
Net revenues
|
$
|
818.5
|
|
|
$
|
1,106.1
|
|
Segment operating income
|
$
|
58.6
|
|
|
$
|
84.4
|
|
Dollar amounts in millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Climate Solutions
|
|
|
|
|
|
|
||||||
Net revenues
|
|
$
|
7,409.1
|
|
|
$
|
8,284.6
|
|
|
$
|
7,800.8
|
|
Segment operating income *
|
|
768.1
|
|
|
824.6
|
|
|
598.3
|
|
|||
Segment operating income as a percentage of revenues
|
|
10.4
|
%
|
|
10.0
|
%
|
|
7.7
|
%
|
|||
Depreciation and amortization
|
|
154.5
|
|
|
171.4
|
|
|
206.0
|
|
|||
Capital expenditures
|
|
87.0
|
|
|
81.6
|
|
|
67.0
|
|
|||
|
|
|
|
|
|
|
||||||
Residential Solutions
|
|
|
|
|
|
|
||||||
Net revenues
|
|
2,054.4
|
|
|
2,012.7
|
|
|
2,121.7
|
|
|||
Segment operating income
|
|
115.4
|
|
|
62.1
|
|
|
191.3
|
|
|||
Segment operating income as a percentage of revenues
|
|
5.6
|
%
|
|
3.1
|
%
|
|
9.0
|
%
|
|||
Depreciation and amortization
|
|
109.8
|
|
|
110.1
|
|
|
107.4
|
|
|||
Capital expenditures
|
|
22.6
|
|
|
27.7
|
|
|
35.9
|
|
|||
|
|
|
|
|
|
|
||||||
Industrial Technologies
|
|
|
|
|
|
|
||||||
Net revenues
|
|
2,945.8
|
|
|
2,852.9
|
|
|
2,485.2
|
|
|||
Segment operating income
|
|
455.8
|
|
|
415.5
|
|
|
310.4
|
|
|||
Segment operating income as a percentage of revenues
|
|
15.5
|
%
|
|
14.6
|
%
|
|
12.5
|
%
|
|||
Depreciation and amortization
|
|
42.9
|
|
|
40.3
|
|
|
41.5
|
|
|||
Capital expenditures
|
|
62.6
|
|
|
57.2
|
|
|
31.3
|
|
|||
|
|
|
|
|
|
|
||||||
Security Technologies
|
|
|
|
|
|
|
||||||
Net revenues
|
|
1,625.6
|
|
|
1,631.8
|
|
|
1,593.4
|
|
|||
Segment operating income
|
|
327.7
|
|
|
331.6
|
|
|
328.3
|
|
|||
Segment operating income as a percentage of revenues
|
|
20.2
|
%
|
|
20.3
|
%
|
|
20.6
|
%
|
|||
Depreciation and amortization
|
|
46.8
|
|
|
37.2
|
|
|
38.7
|
|
|||
Capital expenditures
|
|
27.5
|
|
|
22.8
|
|
|
14.6
|
|
|||
|
|
|
|
|
|
|
||||||
Total net revenues
|
|
$
|
14,034.9
|
|
|
$
|
14,782.0
|
|
|
$
|
14,001.1
|
|
|
|
|
|
|
|
|
||||||
Reconciliation to Operating Income
|
|
|
|
|
|
|
||||||
Segment operating income from reportable segments
|
|
1,667.0
|
|
|
1,633.8
|
|
|
1,428.3
|
|
|||
Gain (loss) on sale/asset impairment *
|
|
4.5
|
|
|
(646.9
|
)
|
|
—
|
|
|||
Unallocated corporate expense
|
|
(166.3
|
)
|
|
(126.6
|
)
|
|
(166.9
|
)
|
|||
Total operating income
|
|
$
|
1,505.2
|
|
|
$
|
860.3
|
|
|
$
|
1,261.4
|
|
Total operating income as a percentage of revenues
|
|
10.7
|
%
|
|
5.8
|
%
|
|
9.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
Depreciation and amortization from reportable segments
|
|
354.0
|
|
|
359.0
|
|
|
393.6
|
|
|||
Unallocated depreciation and amortization
|
|
21.5
|
|
|
43.7
|
|
|
43.2
|
|
|||
Total depreciation and amortization
|
|
$
|
375.5
|
|
|
$
|
402.7
|
|
|
$
|
436.8
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures from reportable segments
|
|
199.7
|
|
|
189.3
|
|
|
148.8
|
|
|||
Corporate capital expenditures
|
|
62.9
|
|
|
53.6
|
|
|
30.7
|
|
|||
Total capital expenditures
|
|
$
|
262.6
|
|
|
$
|
242.9
|
|
|
$
|
179.5
|
|
In millions
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
8,338.9
|
|
|
$
|
8,683.7
|
|
|
$
|
8,585.9
|
|
Non-U.S.
|
|
5,696.0
|
|
|
6,098.3
|
|
|
5,415.2
|
|
|||
Total
|
|
$
|
14,034.9
|
|
|
$
|
14,782.0
|
|
|
$
|
14,001.1
|
|
In millions
|
|
2012
|
|
2011
|
||||
Long-lived assets
|
|
|
|
|
||||
United States
|
|
$
|
2,458.9
|
|
|
$
|
2,578.5
|
|
Non-U.S.
|
|
783.6
|
|
|
783.5
|
|
||
Total
|
|
$
|
3,242.5
|
|
|
$
|
3,362.0
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
932.7
|
|
|
$
|
13,102.2
|
|
|
$
|
—
|
|
|
$
|
14,034.9
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(613.7
|
)
|
|
(9,144.5
|
)
|
|
—
|
|
|
(9,758.2
|
)
|
||||||||
Selling and administrative expenses
|
(14.9
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(328.4
|
)
|
|
(2,431.8
|
)
|
|
—
|
|
|
(2,776.0
|
)
|
||||||||
Gain (loss) on sale/asset impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
||||||||
Operating income (loss)
|
(14.9
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(9.4
|
)
|
|
1,530.4
|
|
|
—
|
|
|
1,505.2
|
|
||||||||
Equity earnings (loss) in affiliates, net of tax
|
1,048.8
|
|
|
848.3
|
|
|
919.1
|
|
|
1,339.9
|
|
|
198.3
|
|
|
979.3
|
|
|
(5,333.7
|
)
|
|
—
|
|
||||||||
Interest expense
|
—
|
|
|
(0.1
|
)
|
|
(15.8
|
)
|
|
(168.3
|
)
|
|
(50.0
|
)
|
|
(19.3
|
)
|
|
—
|
|
|
(253.5
|
)
|
||||||||
Intercompany interest and fees
|
(10.5
|
)
|
|
—
|
|
|
(44.3
|
)
|
|
(48.8
|
)
|
|
0.6
|
|
|
103.0
|
|
|
—
|
|
|
—
|
|
||||||||
Other, net
|
(4.8
|
)
|
|
—
|
|
|
0.7
|
|
|
(200.6
|
)
|
|
53.9
|
|
|
(1.9
|
)
|
|
177.7
|
|
|
25.0
|
|
||||||||
Earnings (loss) before income taxes
|
1,018.6
|
|
|
847.9
|
|
|
859.7
|
|
|
921.6
|
|
|
193.4
|
|
|
2,591.5
|
|
|
(5,156.0
|
)
|
|
1,276.7
|
|
||||||||
Benefit (provision) for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74.0
|
)
|
|
(153.0
|
)
|
|
—
|
|
|
(227.0
|
)
|
||||||||
Earnings (loss) from continuing operations
|
1,018.6
|
|
|
847.9
|
|
|
859.7
|
|
|
921.6
|
|
|
119.4
|
|
|
2,438.5
|
|
|
(5,156.0
|
)
|
|
1,049.7
|
|
||||||||
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(6.0
|
)
|
|
—
|
|
|
(5.7
|
)
|
||||||||
Net earnings (loss)
|
1,018.6
|
|
|
847.9
|
|
|
859.7
|
|
|
921.6
|
|
|
119.7
|
|
|
2,432.5
|
|
|
(5,156.0
|
)
|
|
1,044.0
|
|
||||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
|
23.3
|
|
|
(25.4
|
)
|
||||||||
Net earnings (loss) attributable to Ingersoll-Rand plc
|
$
|
1,018.6
|
|
|
$
|
847.9
|
|
|
$
|
859.7
|
|
|
$
|
921.6
|
|
|
$
|
119.7
|
|
|
$
|
2,383.8
|
|
|
$
|
(5,132.7
|
)
|
|
$
|
1,018.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total comprehensive income (loss)
|
1,051.2
|
|
|
880.6
|
|
|
860.9
|
|
|
922.0
|
|
|
185.4
|
|
|
2,386.0
|
|
|
(5,221.9
|
)
|
|
1,064.2
|
|
||||||||
Less: Total comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.3
|
)
|
|
23.3
|
|
|
(13.0
|
)
|
||||||||
Total comprehensive income (loss) attributable to Ingersoll-Rand plc
|
$
|
1,051.2
|
|
|
$
|
880.6
|
|
|
$
|
860.9
|
|
|
$
|
922.0
|
|
|
$
|
185.4
|
|
|
$
|
2,349.7
|
|
|
$
|
(5,198.6
|
)
|
|
$
|
1,051.2
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
867.8
|
|
|
$
|
13,914.2
|
|
|
$
|
—
|
|
|
$
|
14,782.0
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(584.8
|
)
|
|
(9,908.8
|
)
|
|
—
|
|
|
(10,493.6
|
)
|
||||||||
Selling and administrative expenses
|
(9.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(277.0
|
)
|
|
(2,494.5
|
)
|
|
—
|
|
|
(2,781.2
|
)
|
||||||||
Gain (loss) on sale/asset impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(646.9
|
)
|
|
—
|
|
|
(646.9
|
)
|
||||||||
Operating income (loss)
|
(9.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
6.0
|
|
|
864.0
|
|
|
—
|
|
|
860.3
|
|
||||||||
Equity earnings (loss) in affiliates, net of tax
|
358.8
|
|
|
614.8
|
|
|
757.5
|
|
|
653.0
|
|
|
116.0
|
|
|
595.2
|
|
|
(3,095.3
|
)
|
|
—
|
|
||||||||
Interest expense
|
—
|
|
|
—
|
|
|
(15.7
|
)
|
|
(193.2
|
)
|
|
(50.7
|
)
|
|
(20.4
|
)
|
|
—
|
|
|
(280.0
|
)
|
||||||||
Intercompany interest and fees
|
(2.5
|
)
|
|
—
|
|
|
(129.4
|
)
|
|
52.5
|
|
|
(117.9
|
)
|
|
197.3
|
|
|
—
|
|
|
—
|
|
||||||||
Other, net
|
(3.9
|
)
|
|
(5.2
|
)
|
|
1.7
|
|
|
251.5
|
|
|
77.9
|
|
|
(28.9
|
)
|
|
(260.1
|
)
|
|
33.0
|
|
||||||||
Earnings (loss) before income taxes
|
343.2
|
|
|
609.5
|
|
|
614.1
|
|
|
763.4
|
|
|
31.3
|
|
|
1,607.2
|
|
|
(3,355.4
|
)
|
|
613.3
|
|
||||||||
Benefit (provision) for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.0
|
|
|
(216.2
|
)
|
|
—
|
|
|
(187.2
|
)
|
||||||||
Earnings (loss) from continuing operations
|
343.2
|
|
|
609.5
|
|
|
614.1
|
|
|
763.4
|
|
|
60.3
|
|
|
1,391.0
|
|
|
(3,355.4
|
)
|
|
426.1
|
|
||||||||
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79.1
|
)
|
|
22.3
|
|
|
—
|
|
|
(56.8
|
)
|
||||||||
Net earnings (loss)
|
343.2
|
|
|
609.5
|
|
|
614.1
|
|
|
763.4
|
|
|
(18.8
|
)
|
|
1,413.3
|
|
|
(3,355.4
|
)
|
|
369.3
|
|
||||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.5
|
)
|
|
9.4
|
|
|
(26.1
|
)
|
||||||||
Net earnings (loss) attributable to Ingersoll-Rand plc
|
$
|
343.2
|
|
|
$
|
609.5
|
|
|
$
|
614.1
|
|
|
$
|
763.4
|
|
|
$
|
(18.8
|
)
|
|
$
|
1,377.8
|
|
|
$
|
(3,346.0
|
)
|
|
$
|
343.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total comprehensive income (loss)
|
114.3
|
|
|
380.6
|
|
|
615.3
|
|
|
757.1
|
|
|
(115.7
|
)
|
|
1,291.3
|
|
|
(2,902.8
|
)
|
|
140.1
|
|
||||||||
Less: Total comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.9
|
)
|
|
9.4
|
|
|
(25.5
|
)
|
||||||||
Total comprehensive income (loss) attributable to Ingersoll-Rand plc
|
$
|
114.3
|
|
|
$
|
380.6
|
|
|
$
|
615.3
|
|
|
$
|
757.1
|
|
|
$
|
(115.7
|
)
|
|
$
|
1,256.4
|
|
|
$
|
(2,893.4
|
)
|
|
$
|
114.6
|
|
In millions
|
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
Holding
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
Net revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
741.3
|
|
|
$
|
13,259.8
|
|
|
$
|
—
|
|
|
$
|
14,001.1
|
|
Cost of goods sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(578.1
|
)
|
|
(9,481.8
|
)
|
|
—
|
|
|
(10,059.9
|
)
|
||||||||
Selling and administrative expenses
|
|
(8.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(223.8
|
)
|
|
(2,446.9
|
)
|
|
—
|
|
|
(2,679.8
|
)
|
||||||||
Operating income (loss)
|
|
(8.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(60.6
|
)
|
|
1,331.1
|
|
|
—
|
|
|
1,261.4
|
|
||||||||
Equity earnings (loss) in affiliates, net of tax
|
|
659.8
|
|
|
470.4
|
|
|
615.2
|
|
|
1,050.5
|
|
|
168.3
|
|
|
526.6
|
|
|
(3,490.8
|
)
|
|
—
|
|
||||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
(15.6
|
)
|
|
(194.2
|
)
|
|
(51.9
|
)
|
|
(21.5
|
)
|
|
—
|
|
|
(283.2
|
)
|
||||||||
Intercompany interest and fees
|
|
—
|
|
|
(0.1
|
)
|
|
(135.0
|
)
|
|
(33.3
|
)
|
|
(122.2
|
)
|
|
290.6
|
|
|
—
|
|
|
—
|
|
||||||||
Other, net
|
|
(8.6
|
)
|
|
(0.3
|
)
|
|
0.6
|
|
|
(189.7
|
)
|
|
51.4
|
|
|
6.0
|
|
|
173.1
|
|
|
32.5
|
|
||||||||
Earnings (loss) before income taxes
|
|
642.8
|
|
|
469.9
|
|
|
465.2
|
|
|
632.7
|
|
|
(15.0
|
)
|
|
2,132.8
|
|
|
(3,317.7
|
)
|
|
1,010.7
|
|
||||||||
Benefit (provision) for income taxes
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93.1
|
|
|
(320.6
|
)
|
|
—
|
|
|
(228.1
|
)
|
||||||||
Earnings (loss) from continuing operations
|
|
642.2
|
|
|
469.9
|
|
|
465.2
|
|
|
632.7
|
|
|
78.1
|
|
|
1,812.2
|
|
|
(3,317.7
|
)
|
|
782.6
|
|
||||||||
Discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.8
|
)
|
|
(100.7
|
)
|
|
—
|
|
|
(117.5
|
)
|
||||||||
Net earnings (loss)
|
|
642.2
|
|
|
469.9
|
|
|
465.2
|
|
|
632.7
|
|
|
61.3
|
|
|
1,711.5
|
|
|
(3,317.7
|
)
|
|
665.1
|
|
||||||||
Less: Net earnings attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.6
|
)
|
|
16.7
|
|
|
(22.9
|
)
|
||||||||
Net earnings (loss) attributable to Ingersoll-Rand plc
|
|
$
|
642.2
|
|
|
$
|
469.9
|
|
|
$
|
465.2
|
|
|
$
|
632.7
|
|
|
$
|
61.3
|
|
|
$
|
1,671.9
|
|
|
$
|
(3,301.0
|
)
|
|
$
|
642.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total comprehensive income (loss)
|
|
751.5
|
|
|
579.3
|
|
|
466.2
|
|
|
630.8
|
|
|
91.8
|
|
|
1,775.5
|
|
|
(3,521.5
|
)
|
|
773.6
|
|
||||||||
Less: Total comprehensive (income) loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.8
|
)
|
|
16.7
|
|
|
(22.1
|
)
|
||||||||
Total comprehensive income (loss) attributable to Ingersoll-Rand plc
|
|
$
|
751.5
|
|
|
$
|
579.3
|
|
|
$
|
466.2
|
|
|
$
|
630.8
|
|
|
$
|
91.8
|
|
|
$
|
1,736.7
|
|
|
$
|
(3,504.8
|
)
|
|
$
|
751.5
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61.9
|
|
|
$
|
59.1
|
|
|
$
|
761.1
|
|
|
$
|
—
|
|
|
$
|
882.1
|
|
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128.8
|
|
|
2,028.7
|
|
|
—
|
|
|
2,157.5
|
|
||||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73.1
|
|
|
1,235.7
|
|
|
—
|
|
|
1,308.8
|
|
||||||||
Other current assets
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
149.3
|
|
|
444.6
|
|
|
—
|
|
|
594.3
|
|
||||||||
Accounts and notes receivable affiliates
|
148.9
|
|
|
3,039.2
|
|
|
2.0
|
|
|
2,189.0
|
|
|
8,669.5
|
|
|
23,772.0
|
|
|
(37,820.6
|
)
|
|
—
|
|
||||||||
Total current assets
|
149.0
|
|
|
3,039.2
|
|
|
2.1
|
|
|
2,251.1
|
|
|
9,079.8
|
|
|
28,242.1
|
|
|
(37,820.6
|
)
|
|
4,942.7
|
|
||||||||
Investment in affiliates
|
8,885.1
|
|
|
7,095.3
|
|
|
21,185.6
|
|
|
18,589.8
|
|
|
8,179.9
|
|
|
99,205.0
|
|
|
(163,140.7
|
)
|
|
—
|
|
||||||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
254.0
|
|
|
1,398.4
|
|
|
—
|
|
|
1,652.6
|
|
||||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83.8
|
|
|
10,256.0
|
|
|
—
|
|
|
10,339.8
|
|
||||||||
Other noncurrent assets
|
—
|
|
|
—
|
|
|
0.5
|
|
|
10.0
|
|
|
867.3
|
|
|
680.0
|
|
|
—
|
|
|
1,557.8
|
|
||||||||
Total assets
|
$
|
9,034.1
|
|
|
$
|
10,134.5
|
|
|
$
|
21,188.2
|
|
|
$
|
20,851.1
|
|
|
$
|
18,464.8
|
|
|
$
|
139,781.5
|
|
|
$
|
(200,961.3
|
)
|
|
$
|
18,492.9
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accounts payable and accruals
|
$
|
70.5
|
|
|
$
|
—
|
|
|
$
|
4.0
|
|
|
$
|
46.0
|
|
|
$
|
420.2
|
|
|
$
|
2,656.9
|
|
|
$
|
—
|
|
|
$
|
3,197.6
|
|
Short-term borrowings and current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
600.0
|
|
|
350.5
|
|
|
13.2
|
|
|
—
|
|
|
963.7
|
|
||||||||
Accounts and note payable affiliates
|
1,734.3
|
|
|
34.3
|
|
|
4,888.9
|
|
|
7,602.2
|
|
|
13,337.7
|
|
|
9,867.6
|
|
|
(37,465.0
|
)
|
|
—
|
|
||||||||
Total current liabilities
|
1,804.8
|
|
|
34.3
|
|
|
4,892.9
|
|
|
8,248.2
|
|
|
14,108.4
|
|
|
12,537.7
|
|
|
(37,465.0
|
)
|
|
4,161.3
|
|
||||||||
Long-term debt
|
—
|
|
|
—
|
|
|
299.7
|
|
|
1,404.4
|
|
|
364.7
|
|
|
200.5
|
|
|
—
|
|
|
2,269.3
|
|
||||||||
Note payable affiliate
|
—
|
|
|
—
|
|
|
10,755.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,755.7
|
)
|
|
—
|
|
||||||||
Other noncurrent liabilities
|
—
|
|
|
4.3
|
|
|
3.8
|
|
|
—
|
|
|
1,620.0
|
|
|
3,204.9
|
|
|
—
|
|
|
4,833.0
|
|
||||||||
Total liabilities
|
1,804.8
|
|
|
38.6
|
|
|
15,952.1
|
|
|
9,652.6
|
|
|
16,093.1
|
|
|
15,943.1
|
|
|
(48,220.7
|
)
|
|
11,263.6
|
|
||||||||
Temporary equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total equity
|
7,229.3
|
|
|
10,095.9
|
|
|
5,236.1
|
|
|
11,198.5
|
|
|
2,371.7
|
|
|
123,838.4
|
|
|
(152,740.6
|
)
|
|
7,229.3
|
|
||||||||
Total liabilities and equity
|
$
|
9,034.1
|
|
|
$
|
10,134.5
|
|
|
$
|
21,188.2
|
|
|
$
|
20,851.1
|
|
|
$
|
18,464.8
|
|
|
$
|
139,781.5
|
|
|
$
|
(200,961.3
|
)
|
|
$
|
18,492.9
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
241.8
|
|
|
$
|
77.8
|
|
|
$
|
841.1
|
|
|
$
|
—
|
|
|
$
|
1,160.7
|
|
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166.7
|
|
|
1,968.9
|
|
|
—
|
|
|
2,135.6
|
|
||||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73.3
|
|
|
1,205.0
|
|
|
—
|
|
|
1,278.3
|
|
||||||||
Other current assets
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.5
|
|
|
176.0
|
|
|
527.9
|
|
|
—
|
|
|
704.6
|
|
||||||||
Accounts and notes receivable affiliates
|
137.5
|
|
|
3,013.3
|
|
|
17.0
|
|
|
2,465.4
|
|
|
4,829.9
|
|
|
19,993.4
|
|
|
(30,456.5
|
)
|
|
—
|
|
||||||||
Total current assets
|
137.6
|
|
|
3,013.3
|
|
|
17.1
|
|
|
2,707.7
|
|
|
5,323.7
|
|
|
24,536.3
|
|
|
(30,456.5
|
)
|
|
5,279.2
|
|
||||||||
Investment in affiliates
|
8,179.9
|
|
|
6,254.6
|
|
|
20,206.3
|
|
|
17,362.2
|
|
|
7,921.1
|
|
|
89,195.5
|
|
|
(149,119.6
|
)
|
|
—
|
|
||||||||
Property, plant and equipment, net
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
217.0
|
|
|
1,422.1
|
|
|
—
|
|
|
1,639.4
|
|
||||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83.9
|
|
|
10,353.7
|
|
|
—
|
|
|
10,437.6
|
|
||||||||
Other noncurrent assets
|
—
|
|
|
—
|
|
|
0.7
|
|
|
12.7
|
|
|
906.4
|
|
|
568.1
|
|
|
—
|
|
|
1,487.9
|
|
||||||||
Total assets
|
$
|
8,317.6
|
|
|
$
|
9,267.9
|
|
|
$
|
20,224.1
|
|
|
$
|
20,082.8
|
|
|
$
|
14,452.1
|
|
|
$
|
126,075.7
|
|
|
$
|
(179,576.1
|
)
|
|
$
|
18,844.1
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accounts payable and accruals
|
$
|
51.7
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
50.8
|
|
|
$
|
433.1
|
|
|
$
|
2,822.8
|
|
|
$
|
—
|
|
|
$
|
3,362.3
|
|
Short-term borrowings and current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
581.0
|
|
|
351.9
|
|
|
70.2
|
|
|
(239.8
|
)
|
|
763.3
|
|
||||||||
Accounts and note payable affiliates
|
1,250.2
|
|
|
40.3
|
|
|
4,812.5
|
|
|
7,352.8
|
|
|
9,455.3
|
|
|
7,131.9
|
|
|
(30,043.0
|
)
|
|
—
|
|
||||||||
Total current liabilities
|
1,301.9
|
|
|
40.3
|
|
|
4,816.4
|
|
|
7,984.6
|
|
|
10,240.3
|
|
|
10,024.9
|
|
|
(30,282.8
|
)
|
|
4,125.6
|
|
||||||||
Long-term debt
|
—
|
|
|
—
|
|
|
299.6
|
|
|
2,004.2
|
|
|
372.6
|
|
|
202.9
|
|
|
—
|
|
|
2,879.3
|
|
||||||||
Note payable affiliate
|
—
|
|
|
—
|
|
|
10,789.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,789.4
|
)
|
|
—
|
|
||||||||
Other noncurrent liabilities
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
1,894.4
|
|
|
2,925.3
|
|
|
—
|
|
|
4,823.5
|
|
||||||||
Total liabilities
|
1,301.9
|
|
|
40.3
|
|
|
15,909.2
|
|
|
9,988.8
|
|
|
12,507.3
|
|
|
13,153.1
|
|
|
(41,072.2
|
)
|
|
11,828.4
|
|
||||||||
Temporary equity
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total equity
|
7,012.4
|
|
|
9,227.6
|
|
|
4,314.9
|
|
|
10,094.0
|
|
|
1,944.8
|
|
|
112,922.6
|
|
|
(138,503.9
|
)
|
|
7,012.4
|
|
||||||||
Total liabilities and equity
|
$
|
8,317.6
|
|
|
$
|
9,267.9
|
|
|
$
|
20,224.1
|
|
|
$
|
20,082.8
|
|
|
$
|
14,452.1
|
|
|
$
|
126,075.7
|
|
|
$
|
(179,576.1
|
)
|
|
$
|
18,844.1
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
Net cash provided by (used in) continuing operating activities
|
$
|
(19.7
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(15.1
|
)
|
|
$
|
(570.5
|
)
|
|
$
|
(122.1
|
)
|
|
$
|
2,325.0
|
|
|
$
|
(319.5
|
)
|
|
$
|
1,277.7
|
|
Net cash provided by (used in) discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(97.1
|
)
|
|
—
|
|
|
(96.8
|
)
|
||||||||
Net cash provided by (used in) operating activities
|
(19.7
|
)
|
|
(0.4
|
)
|
|
(15.1
|
)
|
|
(570.5
|
)
|
|
(121.8
|
)
|
|
2,227.9
|
|
|
(319.5
|
)
|
|
1,180.9
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74.9
|
)
|
|
(187.7
|
)
|
|
—
|
|
|
(262.6
|
)
|
||||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
16.1
|
|
|
—
|
|
|
19.2
|
|
||||||||
Proceeds from business disposition, net of cash sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52.7
|
|
|
—
|
|
|
52.7
|
|
||||||||
Dividends received from equity investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.3
|
|
|
—
|
|
|
44.3
|
|
||||||||
Net cash provided by (used in) continuing investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71.8
|
)
|
|
(74.6
|
)
|
|
—
|
|
|
(146.4
|
)
|
||||||||
Net cash provided by (used in) discontinued investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71.8
|
)
|
|
(74.6
|
)
|
|
—
|
|
|
(146.4
|
)
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Net proceeds (repayments) in debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(344.5
|
)
|
|
(9.2
|
)
|
|
(61.1
|
)
|
|
—
|
|
|
(414.8
|
)
|
||||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
||||||||
Excess tax benefit from share based compensation
|
19.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.6
|
|
||||||||
Net inter-company proceeds (payments)
|
884.5
|
|
|
0.4
|
|
|
15.1
|
|
|
737.6
|
|
|
184.1
|
|
|
(1,821.7
|
)
|
|
—
|
|
|
—
|
|
||||||||
Dividends paid
|
(192.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(340.2
|
)
|
|
319.5
|
|
|
(213.1
|
)
|
||||||||
Acquisition/divestiture of noncontrolling interests
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.5
|
)
|
||||||||
Proceeds from shares issued under incentive plans
|
152.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152.9
|
|
||||||||
Repurchase of ordinary shares
|
(839.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(839.8
|
)
|
||||||||
Other, net
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
||||||||
Net cash provided by (used in) continuing financing activities
|
19.7
|
|
|
0.4
|
|
|
15.1
|
|
|
390.6
|
|
|
174.9
|
|
|
(2,224.1
|
)
|
|
319.5
|
|
|
(1,303.9
|
)
|
||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|
—
|
|
|
(9.2
|
)
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(179.9
|
)
|
|
(18.7
|
)
|
|
(80.0
|
)
|
|
—
|
|
|
(278.6
|
)
|
||||||||
Cash and cash equivalents - beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
241.8
|
|
|
77.8
|
|
|
841.1
|
|
|
—
|
|
|
1,160.7
|
|
||||||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61.9
|
|
|
$
|
59.1
|
|
|
$
|
761.1
|
|
|
$
|
—
|
|
|
$
|
882.1
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
Net cash provided by (used in) continuing operating activities
|
$
|
(13.1
|
)
|
|
$
|
(5.3
|
)
|
|
$
|
(14.0
|
)
|
|
$
|
(185.3
|
)
|
|
$
|
143.0
|
|
|
$
|
1,326.4
|
|
|
$
|
(21.5
|
)
|
|
$
|
1,230.2
|
|
Net cash provided by (used in) discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79.1
|
)
|
|
35.7
|
|
|
—
|
|
|
(43.4
|
)
|
||||||||
Net cash provided by (used in) operating activities
|
(13.1
|
)
|
|
(5.3
|
)
|
|
(14.0
|
)
|
|
(185.3
|
)
|
|
63.9
|
|
|
1,362.1
|
|
|
(21.5
|
)
|
|
1,186.8
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47.6
|
)
|
|
(195.3
|
)
|
|
—
|
|
|
(242.9
|
)
|
||||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
||||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
48.9
|
|
|
—
|
|
|
52.0
|
|
||||||||
Proceeds from business disposition, net of cash sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400.3
|
|
|
—
|
|
|
400.3
|
|
||||||||
Net cash provided by (used in) continuing investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.5
|
)
|
|
252.0
|
|
|
—
|
|
|
207.5
|
|
||||||||
Net cash provided by (used in) discontinued investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.5
|
)
|
|
252.0
|
|
|
—
|
|
|
207.5
|
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net proceeds (repayments) in debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(7.7
|
)
|
|
(46.1
|
)
|
|
—
|
|
|
(54.0
|
)
|
||||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
||||||||
Excess tax benefit from share based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.8
|
|
|
12.8
|
|
|
—
|
|
|
24.6
|
|
||||||||
Net inter-company proceeds (payments)
|
1,199.0
|
|
|
5.3
|
|
|
2.0
|
|
|
329.7
|
|
|
(81.2
|
)
|
|
(1,454.8
|
)
|
|
—
|
|
|
—
|
|
||||||||
Dividends paid
|
(137.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47.7
|
)
|
|
21.5
|
|
|
(163.5
|
)
|
||||||||
Acquisition/divestiture of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
||||||||
Proceeds from shares issued under incentive plans
|
109.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109.0
|
|
||||||||
Repurchase of ordinary shares
|
(1,157.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,157.5
|
)
|
||||||||
Other, net
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(1.4
|
)
|
||||||||
Net cash provided by (used in) continuing financing activities
|
12.7
|
|
|
5.3
|
|
|
2.0
|
|
|
327.2
|
|
|
(77.1
|
)
|
|
(1,538.0
|
)
|
|
21.5
|
|
|
(1,246.4
|
)
|
||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
(0.4
|
)
|
|
—
|
|
|
(12.0
|
)
|
|
141.9
|
|
|
(57.7
|
)
|
|
74.6
|
|
|
—
|
|
|
146.4
|
|
||||||||
Cash and cash equivalents - beginning of period
|
0.4
|
|
|
—
|
|
|
12.0
|
|
|
99.9
|
|
|
135.5
|
|
|
766.5
|
|
|
—
|
|
|
1,014.3
|
|
||||||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
241.8
|
|
|
$
|
77.8
|
|
|
$
|
841.1
|
|
|
$
|
—
|
|
|
$
|
1,160.7
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
Net cash provided by (used in) continuing operating activities
|
$
|
5.7
|
|
|
$
|
(0.4
|
)
|
|
$
|
(15.0
|
)
|
|
$
|
(379.9
|
)
|
|
$
|
(486.8
|
)
|
|
$
|
1,678.6
|
|
|
$
|
(45.8
|
)
|
|
$
|
756.4
|
|
Net cash provided by (used in) discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.8
|
)
|
|
(44.2
|
)
|
|
—
|
|
|
(61.0
|
)
|
||||||||
Net cash provided by (used in) operating activities
|
5.7
|
|
|
(0.4
|
)
|
|
(15.0
|
)
|
|
(379.9
|
)
|
|
(503.6
|
)
|
|
1,634.4
|
|
|
(45.8
|
)
|
|
695.4
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(36.3
|
)
|
|
(142.9
|
)
|
|
—
|
|
|
(179.5
|
)
|
||||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.0
|
)
|
|
—
|
|
|
(14.0
|
)
|
||||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
|
—
|
|
|
14.5
|
|
||||||||
Proceeds from business disposition, net of cash sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net cash provided by (used in) continuing investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(36.3
|
)
|
|
(142.4
|
)
|
|
—
|
|
|
(179.0
|
)
|
||||||||
Net cash provided by (used in) discontinued investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(36.3
|
)
|
|
(142.0
|
)
|
|
—
|
|
|
(178.6
|
)
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net proceeds (repayments) in debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(249.8
|
)
|
|
(7.8
|
)
|
|
(171.2
|
)
|
|
—
|
|
|
(428.8
|
)
|
||||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
||||||||
Excess tax benefit from share based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||||||
Net inter-company proceeds (payments)
|
(60.6
|
)
|
|
37.1
|
|
|
27.0
|
|
|
653.6
|
|
|
503.5
|
|
|
(1,160.6
|
)
|
|
—
|
|
|
—
|
|
||||||||
Dividends paid
|
(90.6
|
)
|
|
(36.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.4
|
)
|
|
45.8
|
|
|
(110.9
|
)
|
||||||||
Acquisition/divestiture of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
||||||||
Proceeds from shares issued under incentive plans
|
145.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145.3
|
|
||||||||
Repurchase of ordinary shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net cash provided by (used in) continuing financing activities
|
(5.9
|
)
|
|
0.4
|
|
|
27.0
|
|
|
398.3
|
|
|
499.9
|
|
|
(1,369.2
|
)
|
|
45.8
|
|
|
(403.7
|
)
|
||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.5
|
|
|
—
|
|
|
24.5
|
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
(0.2
|
)
|
|
—
|
|
|
12.0
|
|
|
18.1
|
|
|
(40.0
|
)
|
|
147.7
|
|
|
—
|
|
|
137.6
|
|
||||||||
Cash and cash equivalents - beginning of period
|
0.6
|
|
|
—
|
|
|
—
|
|
|
81.8
|
|
|
175.5
|
|
|
618.8
|
|
|
—
|
|
|
876.7
|
|
||||||||
Cash and cash equivalents - end of period
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
12.0
|
|
|
$
|
99.9
|
|
|
$
|
135.5
|
|
|
$
|
766.5
|
|
|
$
|
—
|
|
|
$
|
1,014.3
|
|
Allowances for Doubtful Accounts:
|
|
||
|
|
||
Balance December 31, 2009
|
$
|
56.4
|
|
Additions charged to costs and expenses
|
15.7
|
|
|
Deductions*
|
(31.6
|
)
|
|
Business acquisitions and divestitures, net
|
(0.3
|
)
|
|
Currency translation
|
(0.2
|
)
|
|
Other
|
0.7
|
|
|
|
|
||
Balance December 31, 2010
|
40.7
|
|
|
Additions charged to costs and expenses
|
12.6
|
|
|
Deductions*
|
(25.9
|
)
|
|
Currency translation
|
(0.3
|
)
|
|
|
|
||
Balance December 31, 2011
|
27.1
|
|
|
Additions charged to costs and expenses
|
16.1
|
|
|
Deductions*
|
(14.3
|
)
|
|
Currency translation
|
(0.5
|
)
|
|
Other
|
0.8
|
|
|
|
|
||
Balance December 31, 2012
|
$
|
29.2
|
|
(*)
|
“Deductions” include accounts and advances written off, less recoveries.
|
1.1
|
Participation.
An Employee shall participate in this Supplemental Savings Plan if a Supplemental Company Contribution was credited or creditable to the Employee’s Account under Section 2.2 with respect to compensation earned for any year commencing before January 1, 2005. An Employee who had an account under the Supplemental RAP merged into this Supplemental Savings Plan on August 1, 2002 shall also be a participant in this Plan.
|
2.1
|
Accounts.
The Company shall maintain on its books an account for each Employee who participates in this Supplemental Savings Plan (each an “Employee Account”). Such Employee Accounts shall be credited with Supplemental Company Contributions in accordance with Sections 2.2 and 2.3 hereof.
|
2.2
|
Company Contributions.
An Employee shall be entitled to receive a Supplemental Company Contribution (credited as provided in Section 2.3) for any year commencing before January 1, 2005 in which the Employee’s Compensation for the year exceeds the limitation provided under Section 401(a)(17) of the Code and/or did not reflect compensation deferred under the Deferral Plan. The amount of Supplemental Company Contributions credited to the Employee Account for any such year shall equal (a) the Company Matching Contributions for such year, calculated as if the limitations described above did not apply, less (b) the Company Matching Contributions made with respect to the Employee under the Qualified Savings Plan.
|
2.3
|
Crediting and Investment Allocation of Supplemental Company Contributions.
|
(i)
|
“Common Stock” means the Class A common shares, par value $1.00 per share, of Ingersoll-Rand Company Limited, a Bermuda company.
|
(ii)
|
“Common Stock Unit” means the right to receive dividends in respect of the Common Stock and the right to receive the Fair Market Value of a Unit.
|
(iii)
|
“Fair Market Value of a Unit” means the fair market value of one unit of Common Stock as determined under the recordkeeping procedures established for the Company Stock Fund under the Qualified Savings Plan.
|
(b)
|
All Supplemental Company Contributions shall be made by crediting to the Employee Account of each Employee eligible to participate in this Supplemental Savings Plan such number of Common Stock Units as will equal (i) the amount of Supplemental Company Contributions to which such Employee is entitled pursuant to Section 2.2, divided by (ii) the Fair Market Value of a Unit on the date such Supplemental Company Contribution is made. Crediting of Common Stock Units shall occur at the same time as determined under the recordkeeping procedures established for the Qualified Savings Plan.
|
(c)
|
On the date of payment of each cash dividend in respect of the Common Stock, each Employee Account shall be credited with additional Common Stock Units in the same manner and at the same time as determined under the recordkeeping procedures established for the Qualified Savings Plan.
|
(d)
|
In the event of any stock dividend on the Common Stock or any split-up or combination of shares of the Common Stock, appropriate adjustment shall be made by the Committee (hereinafter defined) in the aggregate number of Common Stock Units credited to each Employee Account.
|
(e)
|
Effective October 1, 2012, and subject to the Company’s policies regarding insider trading, an Employee may change his investment allocations with respect to amounts credited to his Employee Account and/or his Supplemental RAP Account to or among Common Stock Units or any of the investment options available under the Qualified Savings Plan, other than a self-directed brokerage window, subject to such limitations as may be established by the Administrative Committee. An Employee’s selected
|
(f)
|
For purposes of determining the balance of an Employee’s Employee Account, investment allocations to or changes from Common Stock Units or other investment options shall be valued in accordance with the recordkeeping procedures under the Qualified Savings Plan.
|
(g)
|
Notwithstanding any other provision of this Supplemental Savings Plan II that may be interpreted to the contrary, an Employee’s investment allocations, including Common Stock Units, are to be used for measurement purposes only, and an Employee’s election of any investment option, the crediting to his or her Employee Account and/or Supplemental RAP Account thereto, the calculation of additional amounts and the crediting or debiting of such amounts to an Employee’s Employee Account and/or Supplemental RAP Account shall not constitute or be construed in any manner as an actual investment of his or her Employee Account and/or Supplemental RAP Account balance in any such investment option. In the event that the Company or the trustee of a trust established in accordance with Section 6, in its own discretion, decides to invest funds in any or all of the investment options, no Employee shall have any rights in or to such investments themselves. Without limiting the foregoing, an Employee’s Employee Account and/or Supplemental RAP Account shall at all times be a bookkeeping entry only and shall not represent any investment made on the Employee’s behalf by the Company or the trust. The Employee shall at all times remain an unsecured creditor of the Company.
|
3.1
|
Vesting.
An Employee shall at all times be fully vested in his Employee Account.
|
(a)
|
With respect to terminations of employment by reason of death, disability, retirement or otherwise occurring on or after May 29, 2003, the balance credited to an Employee’s Employee Account and/or his Supplemental RAP Account hereunder as of the last Valuation Date preceding the Payment Date shall be payable in the form of a cash lump sum on the Employee’s Payment Date. The Payment Date for any Employee shall be the later of (a) the first business day of the calendar year following the date of the Employee’s termination of employment with the Company, or (b) the first business day of the sixth calendar month following the date of the
|
(b)
|
In the event a valid deferral election is made under the Deferral Plan, the lump sum amount that would have otherwise been payable under this Supplemental Savings Plan shall be credited to the Deferral Plan as soon as administratively practicable following the Employee’s termination of employment with the Company.
|
(c)
|
Any such payment not deferred under the Deferral Plan shall be made to the Employee, or if the Employee is not then living, to the Employee’s beneficiary(ies) under the Qualified Savings Plan. Any payment to such beneficiary(ies) shall be payable thirty (30) days after the date of the Employee’s death, or as soon as practicable thereafter.
|
4.2
|
Payment of Benefits.
The benefits payable under this Supplemental Savings Plan shall be paid to an Employee (or beneficiary(ies)) by the Company,
provided,
however,
that if the Company shall have made a contribution to a trust established under Section 5 hereof of all or a portion of the amount credited to such Employee’s Account and/or Supplemental RAP Account under this Supplemental Savings Plan (a) the amount paid to the Employee by the Company hereunder shall be reduced by the amount distributed to such Employee from such trust and (b) the amount distributed to such Employee from such trust shall be limited by the amount to which such Employee is entitled pursuant to Section 4.3 hereof.
|
5.1
|
Establishment of Trust.
Except as provided in Section 6.1 hereof, the Company shall have no obligation to fund the Employee Accounts and/or Supplemental RAP Accounts hereunder. The Company may, however, in its sole discretion, transfer assets to a trust fund to assist it in meeting its obligations under this Supplemental Savings Plan. The trust agreement shall provide that all amounts contributed to the trust, together with earnings thereon, shall be invested and reinvested as provided therein.
|
5.2
|
Rights of Creditors.
The assets held by the trust shall be subject to the claims of general creditors of the Company in the event of the Company’s insolvency. The rights of an Employee to the assets of such trust fund shall not be superior to those of an unsecured creditor of the Company.
|
5.3
|
Disbursement of Funds.
All contributions to the trust fund shall be held and disbursed in accordance with the provisions of the related trust agreement. No portion of the trust fund
|
5.4
|
Company Obligation.
Notwithstanding any provisions of any such trust agreement to the contrary, the Company shall remain obligated to pay benefits under this Supplemental Savings Plan. Nothing in this Supplemental Savings Plan or any such trust agreement shall relieve the Company of its liabilities to pay benefits under this Supplemental Savings Plan except to the extent those liabilities are met by the distribution of trust assets.
|
6.1
|
Contributions to Trust.
In the event that the Board of Directors of Ingersoll-Rand Company is informed by the Board of Directors of Ingersoll-Rand Company Limited that a “change in control” of Ingersoll-Rand Company Limited has occurred, Ingersoll-Rand Company shall be obligated to establish a trust and to contribute to the trust an amount equal to the balance credited to each Employee’s Employee Account and/or Supplemental RAP Account established hereunder, such Employee Accounts and/or Supplemental RAP Accounts to be valued as of the last day of the calendar month immediately preceding the date the Board of Directors of Ingersoll-Rand Company was informed that a “change in control” has occurred.
|
6.2
|
Amendments.
Following a “change in control” of Ingersoll-Rand Company Limited, any amendment modifying or terminating this Supplemental Savings Plan shall have no force or effect.
|
6.3
|
Definition of Change in Control.
For purposes hereof, a “change in control” shall have the meaning designated: (i) in the Ingersoll-Rand Company Amended and Restated Grantor Trust Agreement dated August 6, 1999, between the Company and Wachovia Bank, as trustee, or (ii) in such other trust agreement that restates or supersedes the agreement referred to in clause (i), in either case for purposes of satisfying certain obligations to executive employees of Ingersoll-Rand Company. Notwithstanding the foregoing, for purposes of this Section 6, the term “change in control” shall refer solely to a “change in control” of Ingersoll-Rand Company Limited.
|
7.1
|
Amendment and Termination.
Except as provided in Section 6.2, this Supplemental Savings Plan may, at any time and from time to time, be amended or terminated without the consent of any Employee or beneficiary, by (a) the Board of Directors of Ingersoll-Rand
|
7.2
|
No Contract of Employment.
The establishment of this Supplemental Savings Plan or any modification thereof shall not give any Employee or other person the right to remain in the service of the Company or any of its subsidiaries, and all Employees and other persons shall remain subject to discharge to the same extent as if the Supplemental Savings Plan had never been adopted.
|
7.3
|
Limitation of Rights.
Nothing in this Supplemental Savings Plan shall be construed to give any Employee any rights whatsoever with respect to shares of Common Stock.
|
7.4
|
Withholding.
The Company shall be entitled to withhold from any payment due under this Supplemental Savings Plan any and all taxes of any nature required by any government to be withheld from such payment.
|
7.5
|
Loans.
No loans to Employees shall be permitted under this Supplemental Savings Plan.
|
7.6
|
Compensation Committee.
This Supplemental Savings Plan shall be administered by the Compensation Committee (or any successor committee) of the Board of Directors of Ingersoll-Rand Company Limited (the “Compensation Committee”). The Compensation Committee has delegated to the Administrative Committee appointed by the Company’s Chief Executive Officer (the “Administrative Committee”) the authority to administer the Supplemental Savings Plan in accordance with its terms. Subject to review by the Compensation Committee, the Administrative Committee shall make all determinations as to the right of any person to a benefit. Any denial by the Administrative Committee of the claim for benefits under this Supplemental Savings Plan by an Employee or beneficiary shall be stated in writing by the Administrative Committee and delivered or mailed to the Employee or beneficiary. Such notice shall set forth the specific reasons for the Administrative Committee’s decision. In addition, the Administrative Committee shall afford a reasonable opportunity to any Employee or beneficiary whose claim for benefits has been denied for a review of the decision denying the claim.
|
7.7
|
Entire Agreement; Successors.
This Supplemental Savings Plan, including any subsequently adopted amendments, shall constitute the entire agreement or contract between the Company and any Employee regarding this Supplemental Savings Plan. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Company and any Employee relating to the subject matter hereof, other than those set forth herein. This Supplemental Savings Plan and any amendment hereof shall be binding on the Company and the Employees and their respective heirs, administrators, trustees, successors and assigns, including but not limited to, any successors of the Company by merger, consolidation or otherwise by operation of law, and on all designated beneficiaries of the Employee.
|
7.8
|
Severability.
If any provision of this Supplemental Savings Plan shall, to any extent, be invalid or unenforceable, the remainder of this Supplemental Savings Plan shall not be affected thereby, and each provision of this Supplemental Savings Plan shall be valid and enforceable to the fullest extent permitted by law.
|
7.9
|
Application of Plan Provisions.
All relevant provisions of the Qualified Savings Plan shall apply to the extent applicable to the obligations of the Company under this Supplemental Savings Plan. Benefits provided under this Supplemental Savings Plan are independent of, and in addition to, any payments made to Employees under any other plan, program, or agreement between the Company and Employees eligible to participate in this Supplemental Savings Plan, or any other compensation payable to any Employee by the Company or by any subsidiary or affiliate of the Company.
|
7.10
|
Governing Law.
Except as preempted by federal law, the laws of the State of New Jersey shall govern this Supplemental Savings Plan.
|
7.11
|
Participant as General Creditor.
Benefits under this Supplemental Savings Plan shall be payable by the Company out of its general funds. The Company shall have the right to establish a reserve or make any investment for the purposes of satisfying its obligation hereunder for payment of benefits at its discretion,
provided,
however,
that no Employee eligible to participate in this Supplemental Savings Plan shall have any interest in such investment or reserve. To the extent that any person acquires a right to receive benefits under this Supplemental Savings Plan, such rights shall be no greater than the right of any unsecured general creditor of the Company.
|
7.12
|
Nonassignability.
To the extent permitted by law, the right of any Employee or any beneficiary in any benefit hereunder shall not be subject to attachment or other legal process for the debts of such Employee or beneficiary; nor shall any such benefit be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.
|
1.1
|
Participation.
An Employee shall participate under this Supplemental Savings Plan II if a Supplemental Company Contribution is creditable to the Employee’s Account under Section 2.2 with respect to compensation earned for any year commencing after December 31, 2004.
|
2.1
|
Employee Accounts.
The Company shall establish on its books an account for each Employee who participates in this Supplemental Savings Plan II (each an “Employee Account”). Such Employee Accounts shall consist of separate sub-accounts for Supplemental Matching Contributions and Supplemental Core Contributions, to be credited in accordance with Sections 2.2 and 2.3 hereof.
|
2.2
|
Supplemental Company Contributions.
An Employee shall be entitled to receive a Supplemental Company Contribution (credited as provided in Section 2.3) for any year commencing after December 31, 2004 in which the Employee’s Compensation for the year exceeds the limitation provided under Section 401(a)(17) of the Code and/or did not reflect compensation deferred under the Deferral Plan. The amount of Supplemental Company Contributions credited to the Employee Account for any such year shall equal the total of:
|
(a)
|
the Company Matching Contributions for any year commencing after December 31, 2004, calculated as if the limitations described above did not apply, less the Company Matching Contributions made with respect to the Employee under the Qualified Savings Plan for such year (“Supplemental Matching Contributions”); and
|
(b)
|
the Company Core Contributions for any year commencing on or after December 31, 2011, calculated as if the limitations described above did not apply, less the Company Core Contributions made with respect to the
|
2.3
|
Crediting and Investment Allocation of Supplemental Company Contributions.
|
(a)
|
For purposes of determining the amount of investment earnings to be contributed to his Employee Account, an Employee may elect to allocate Supplemental Company Contributions (or to separately allocate Supplemental Matching Contributions and Supplemental Core Contributions) to or among Common Stock Units or any of the investment options available under the Qualified Savings Plan, other than a self-directed brokerage window, subject to such limitations as may be established by the Administrative Committee. In the event the Employee fails to make an investment selection with respect to his Supplemental Company Contributions credited for any period after July 1, 2012, such Supplemental Company Contributions shall be credited to the applicable target-date retirement fund offered under the Qualified Savings Plan. Supplemental Company Contributions credited to an Employee’s Employee Account for periods prior to July 1, 2012 shall remain allocated to Common Stock Units unless and until the Employee reallocates such amounts pursuant to Section 2.3(b).
|
(b)
|
Effective October 1, 2012, and subject to the Company’s policies regarding insider trading, an Employee may change his investment allocations with respect to amounts credited to his Employee Account and to future Supplemental Company Contributions on a daily or such other basis as approved by the Administrative Committee. An Employee’s selected investment allocations will remain in effect and may be changed by the Employee after his Separation from Service and before the Payment Date under Section 4.1.
|
(c)
|
For purposes of determining the balance of an Employee’s Employee Account, investment allocations to or changes from Common Stock Units or other investment options shall be valued in accordance with the recordkeeping procedures established under the Qualified Savings Plan.
|
(d)
|
On the date of payment of each cash dividend in respect of the Common Stock, each Employee Account credited with Common Stock Units as of such date shall be credited with additional Common Stock Units in the same manner and at the same time as determined under the recordkeeping procedures established for the Qualified Savings Plan.
|
(e)
|
In the event of any stock dividend on the Common Stock or any split-up or combination of shares of the Common Stock, appropriate adjustment shall be made by the Administrative Committee (hereinafter defined) in the aggregate number of Common Stock Units credited to each Employee Account.
|
(f)
|
Definitions
. For purposes of this Supplemental Savings Plan II, the following terms shall have the meanings set forth below:
|
(i)
|
“Common Stock” means the ordinary shares, par value $1.00 per share, of Ingersoll-Rand plc, an Irish company.
|
(ii)
|
“Common Stock Unit” means the right to receive dividends in respect of the Common Stock and the right to receive the fair market value of one unit of Common Stock as determined under the recordkeeping procedures established for the Company Stock Fund under the Qualified Savings Plan.
|
(iii)
|
“Compensation” means Compensation as defined in the Qualified Savings Plan; provided that Compensation shall not include commissions.
|
(g)
|
Notwithstanding any other provision of this Supplemental Savings Plan II that may be interpreted to the contrary, an Employee’s investment allocations, including Common Stock Units, are to be used for measurement purposes only, and an Employee’s election of any investment option, the crediting to his or her Employee Account thereto, the calculation of additional amounts and the crediting or debiting of such amounts to an Employee’s Employee Account shall not constitute or be construed in any manner as an actual investment of his or her Employee Account balance in any such investment option. In the event that the Company or the trustee of a trust established in accordance with Section 5, in its own discretion, decides to invest funds in any or all of the investment options, no Employee shall have any rights in or to such investments themselves. Without limiting the foregoing, an Employee’s Employee Account shall at all times be a bookkeeping entry only and shall not represent any investment made on the Employee’s behalf by the Company or the trust. The Employee shall at all times remain an unsecured creditor of the Company.
|
3.1
|
Supplemental Matching Contributions.
An Employee shall at all times be fully vested in that portion of his Employee Account attributable to Supplemental Matching Contributions.
|
3.2
|
Supplemental Core Contributions.
|
(a)
|
An Employee shall be vested in that portion of his Employee Account attributable to Supplemental Core Contributions only at such date as he becomes vested in his Company Core Contributions under the Qualified Savings Plan.
|
(b)
|
If an Employee is not vested in the balance of his Employee Account attributable to Supplemental Core Contributions as of the date of his Separation from Service, such balance shall be forfeited as of the Valuation Date of such Separation from Service (the “forfeiture date”).
|
(c)
|
In the event an Employee is reemployed prior to the sixth anniversary of his Separation Date, the nonvested balance of his Employee Account attributable to Supplemental Core Contributions which was forfeited in accordance with the provisions of paragraph (b) above shall be restored to such Employee’s Employee Account on the Valuation Date coincident with or next following his date of reemployment.
|
(a)
|
The balance credited to an Employee’s Employee Account as of the last Valuation Date preceding the Payment Date shall be paid in the form of a cash lump sum on the Employee’s Payment Date. The Payment Date for any Employee shall be the later of (a) the first business day of the first calendar year following the date of the Employee’s Separation from Service, or (b) the first business day that is six months after the date of such Employee’s Separation from Service.
|
(b)
|
Any payment under Section 4.1(a) shall be made to the Employee or, if the Employee is not then living, to the Employee’s beneficiary(ies) under the Qualified Savings Plan. Any payment to such beneficiary(ies) shall be payable thirty (30) days after the date of the Employee’s death, or as soon as practicable thereafter.
|
4.2
|
Payment of Benefits.
The benefits payable under this Supplemental Savings Plan II shall be paid to an Employee (or beneficiary(ies)) by the Company,
provided,
however,
that if the Company shall have made a contribution to a trust established under Section 5 hereof of all or a portion of the amount credited to such Employee’s Account under this Supplemental Savings Plan II, the amount paid to the Employee by the Company hereunder shall be reduced by the amount distributed to such Employee from such trust,
|
5.1
|
Establishment of Trust.
Except as provided in Section 6.1 hereof, the Company shall have no obligation to fund the Employee Accounts hereunder. The Company may, however, in its sole discretion transfer assets to a trust fund to assist it in meeting its obligations under this Supplemental Savings Plan II. The trust agreement shall provide that all amounts contributed to the trust, together with earnings thereon, shall be invested and reinvested as provided therein.
|
5.2
|
Rights of Creditors.
The assets held by the trust shall be subject to the claims of general creditors of the Company in the event of the Company’s insolvency. The rights of an Employee to the assets of such trust fund shall not be superior to those of an unsecured creditor of the Company.
|
5.3
|
Disbursement of Funds.
All contributions to the trust fund shall be held and disbursed in accordance with the provisions of the related trust agreement. No portion of the trust fund may be returned to the Company other than in accordance with the terms of the related trust agreement.
|
5.4
|
Company Obligation.
Notwithstanding any provisions of any such trust agreement to the contrary, the Company shall remain obligated to pay benefits under this Supplemental Savings Plan II. Nothing in this Supplemental Savings Plan II or any such trust agreement shall relieve the Company of its liabilities to pay benefits under this Supplemental Savings Plan II except to the extent those liabilities are met by the distribution of trust assets.
|
6.1
|
Contributions to Trust.
In the event that the Board of Directors of Ingersoll-Rand Company is informed by the Board of Directors of Ingersoll-Rand plc that a “change in control” of Ingersoll-Rand plc has occurred, Ingersoll-Rand Company shall be obligated to establish a grantor trust and to contribute to the grantor trust an amount equal to the balance credited to each Employee’s Employee Account established hereunder, such Employee Accounts to be valued as of the last day of the calendar month immediately preceding the date the Board of Directors of Ingersoll-Rand Company was informed that a “change in control” has occurred.
|
6.2
|
Amendments.
Following a “change in control” of Ingersoll-Rand plc, any amendment modifying or terminating this Supplemental Savings Plan II shall have no force or effect.
|
6.3
|
Definition of Change in Control.
For purposes hereof, a “change in control” shall have the meaning designated: (i) in the Ingersoll-Rand Company Amended and Restated Grantor Trust Agreement dated August 6, 1999 between the Company and Wachovia Bank, as trustee, as amended, or (ii) in such other trust agreement that restates or supersedes the agreement referred to in clause (i), in either case for purposes of satisfying certain obligations to executive employees of Ingersoll-Rand Company. For purposes of this Section 6, the term “change in control” shall refer solely to a “change in control” of Ingersoll-Rand plc.
|
7.1
|
Amendment and Termination.
Except as provided in Section 6.2, this Supplemental Savings Plan II may, at any time and from time to time, be amended or terminated without the consent of any Employee or beneficiary, (a) by the Board of Directors of Ingersoll-Rand plc or the Compensation Committee (as designated in Section 7.6), or (b) in the case of amendments which do not materially modify the provisions hereof, the Administrative Committee (as described in Section 7.6),
provided,
however,
that no such amendment or termination shall reduce any benefits accrued under the terms of this Supplemental Savings Plan II as of the date of termination or amendment.
|
7.2
|
No Contract of Employment.
The establishment of this Supplemental Savings Plan II or any modification thereof shall not give any Employee or other person the right to remain in the service of the Company or any of its subsidiaries, and all Employees and other persons shall remain subject to discharge to the same extent as if the Supplemental Savings Plan II had never been adopted.
|
7.3
|
Limitation of Rights.
Nothing in this Supplemental Savings Plan II shall be construed to give any Employee any rights whatsoever with respect to shares of Common Stock.
|
7.4
|
Withholding.
The Company shall be entitled to withhold from any payment due under this Supplemental Savings Plan II any and all taxes of any nature required by any government to be withheld from such payment.
|
7.5
|
Loans.
No loans to Employees shall be permitted under this Supplemental Savings Plan II.
|
7.6
|
Compensation Committee.
This Supplemental Savings Plan II shall be administered by the Compensation Committee (or any successor committee) of the Board of Directors of Ingersoll-Rand plc (the “Compensation Committee”). The Compensation Committee has delegated to the Administrative Committee appointed by the Company’s Chief Executive Officer (the “Administrative Committee”) the authority to administer this
|
7.7
|
Entire Agreement; Successors.
This Supplemental Savings Plan II, including any subsequently adopted amendments, shall constitute the entire agreement or contract between the Company and any Employee regarding this Supplemental Savings Plan II. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Company and any Employee relating to the subject matter hereof, other than those set forth herein. This Supplemental Savings Plan II and any amendment hereof shall be binding on the Company and the Employees and their respective heirs, administrators, trustees, successors and assigns, including but not limited to, any successors of the Company by merger, consolidation or otherwise by operation of law, and on all designated beneficiaries of the Employee.
|
7.8
|
Severability.
If any provision of this Supplemental Savings Plan II shall, to any extent, be invalid or unenforceable, the remainder of this Supplemental Savings Plan II shall not be affected thereby, and each provision of this Supplemental Savings Plan II shall be valid and enforceable to the fullest extent permitted by law.
|
7.9
|
Application of Plan Provisions.
All relevant provisions of the Qualified Savings Plan, to the extent not inconsistent with Section 409A of the Code, shall apply to the extent applicable to the obligations of the Company under this Supplemental Savings Plan II. Benefits provided under this Supplemental Savings Plan II are independent of, and in addition to, any payments made to Employees under any other plan, program, or agreement between the Company and Employees eligible to participate in this Supplemental Savings Plan II, or any other compensation payable to any Employee by the Company or by any subsidiary or affiliate of the Company.
|
7.10
|
Governing Law.
Except as preempted by federal law, the laws of the State of New Jersey shall govern this Supplemental Savings Plan II.
|
7.11
|
Participant as General Creditor.
Benefits under this Supplemental Savings Plan II shall be payable by the Company out of its general funds. The Company shall have the right to establish a reserve or make any investment for the purposes of satisfying its obligation hereunder for payment of benefits at its discretion,
provided,
however,
that no Employee eligible to participate in this Supplemental Savings Plan II shall have any interest in such investment or reserve. To the extent that any person acquires a right to receive benefits under this Supplemental Savings Plan II, such rights shall be no greater than the right of any unsecured general creditor of the Company.
|
7.12
|
Nonassignability.
To the extent permitted by law, the right of any Employee or any beneficiary in any benefit hereunder shall not be subject to attachment, garnishment, or other legal process for the debts of such Employee or beneficiary; nor shall any such benefit be subject to anticipation, alienation, sale, pledge, transfer, assignment or encumbrance.
|
•
|
when the limitation on benefits payable under the Company’s Qualified Pension Plan, as specified in Section 415 of the Code (the “Section 415 Limits”), reduces the benefit otherwise payable under the Qualified Pension Plan;
|
•
|
when, effective for years after 1988, the limitation on the amount of compensation that may be taken into account in determining benefits under the Company’s Qualified Pension Plan, as specified in Section 401(a)(17) of the Code (the “Section 401(a)(17) Limit”), reduces the benefit otherwise payable under the Qualified Pension Plan, and
|
•
|
when the amount of compensation that may be taken into account in determining benefits under the Company’s Qualified Pension Plan due to deferrals under the IR Executive Deferred Compensation Plan or the IR Executive Deferred Compensation Plan II (collectively the “Deferral Plan”) further reduces the benefit otherwise payable under the Qualified Pension Plan.
|
1.1
|
Excess Pension Benefit.
An Employee shall be entitled to a benefit under this Supplemental Pension Plan II only if his or her benefit determined under the provisions of the Qualified Pension Plan is less than the amount such benefit would have been if (i) the Section 415 Limits did not apply, (ii) the definition of Compensation specified under the Qualified Pension Plan did not exclude compensation after 1988 in excess of the Section 401(a)(17) Limit, and (iii) the definition of Compensation specified under the Qualified Pension Plan did not exclude compensation deferred under the Deferral Plan.
|
(a)
|
is the benefit that would have been payable under the terms of the Qualified Pension Plan, as a single life annuity with benefits payable monthly, if (i) the Section 415 Limits did not apply, (ii) the definition of Compensation specified under such Qualified Pension Plan did not exclude compensation after 1988 in excess of the Section 401(a)(17) Limit, (iii) the definition of Compensation specified under the Qualified Pension Plan did not exclude compensation deferred under the Deferral Plan, (iv) the definition of Compensation specified under the Qualified Pension Plan excluded commissions earned after December 31, 2009, and (v) the definition of Compensation specified under the Qualified Pension Plan excluded compensation earned by an Employee of Trane U.S. Inc., and its subsidiaries before January 1, 2010;
|
(b)
|
is the benefit actually payable as a single life annuity to the Employee under the terms of the Qualified Pension Plan; and
|
(c)
|
is the benefit payable to the Employee under the Predecessor Plan, expressed in the same form and with the same commencement date as the benefit payable to the Employee under this Supplemental Pension Plan II.
|
1.2
|
Benefit Accrual under Qualified Pension Plan.
An employee shall be entitled to a benefit under this Supplemental Pension Plan II only with respect to Compensation and Years of Credited Service (as defined in Sections 1.11 and 2.2A, respectively, of the Qualified Pension Plan) for which such Employee accrues a benefit under the Qualified Pension Plan.
|
2.1
|
Vesting.
An Employee shall be vested in the benefit provided under Section 1.1 of this Supplemental Pension Plan II in accordance with the vesting provisions of the Qualified Pension Plan.
|
(a)
|
Benefits under this Supplemental Pension Plan II that are vested in accordance with Section 2.1 shall be payable solely in the form of a lump sum on the date (the “Payment Date”) that is the later of (1) the first business day of the first calendar year following the date of the Employee’s separation from service (as determined under the general rules under Section 409A of the Code), or (2) the first business day that is six months after the date of such separation from service.
|
(b)
|
The lump sum amount payable to an Employee under Section 3.1(a), shall be the lump sum value of the single life annuity determined under Section 1.1 hereof as of the Employee’s Determination Date. For purposes of this Section 3.1, the lump sum value shall be determined in the same manner as lump sum distributions are determined under the Qualified Pension Plan as of the Employee’s Determination Date. Such benefit shall be paid on the Employee’s Payment Date, together with interest accrued thereon from the Determination Date, (1) if the assets are held in trust, then at the interest rate of the trust, or (2) if the assets are not held in trust, at the interest rate equal to the average of the monthly rates for ten year constant maturities for U.S. Treasury Securities for the twelve month period immediately preceding the month prior to the month in which the Employee’s Determination Date occurred, as quoted by the Federal Reserve.
|
3.2
|
Payments to Beneficiaries.
In the event that an Employee dies prior to the Payment Date, the benefit determined under Sections 1.1 and 3.1 shall be payable to the Employee’s beneficiary(ies) under the Qualified Pension Plan thirty (30) days after the date of the Employee’s death, or as soon as practicable thereafter.
|
3.3
|
Withholding.
The Company shall be entitled to withhold from the payment due under this Supplemental Pension Plan II any and all taxes of any nature required by any government to be withheld from such payment.
|
3.4
|
Loans.
No loans to Employees shall be permitted under this Supplemental Pension Plan II.
|
4.1
|
Amendment and Termination.
|
(a)
|
This Supplemental Pension Plan II may, at any time and from time to time, be amended or terminated, without consent of any Employee or beneficiary (i) by the Board of Directors of Ingersoll-Rand plc (“IR plc”) (or if Ingersoll-Rand plc is a subsidiary of any other company, of the ultimate parent company) or the Compensation Committee (as described in Section 4.3), or (ii) in the case of amendments which do not materially modify the provisions hereof, the Company’s Administrative Committee (as described in Section 4.3), provided, however, that no such amendment or termination shall reduce any benefits accrued or vested under the terms of this Supplemental Pension Plan II as of the date of termination or amendment.
|
(b)
|
Notwithstanding the foregoing, following a “change in control” of IR plc, any amendment modifying or terminating this Supplemental Pension Plan II shall have no force or effect. For purposes hereof, a “change in control” shall have the meaning designated: (i) in the Ingersoll-Rand Company Amended and Restated Grantor Trust Agreement dated August 6, 1999 between the Company and Wachovia Bank, as trustee, or (ii) in such other trust agreement that restates or supercedes the agreement referred to in clause (i), in either case for purposes of satisfying certain obligations to executive employees of Ingersoll-Rand Company. For purposes of this Section 4, on and after the effective date of the Irish Reorganization, the term “change in control” shall refer solely to a “change in control” of IR plc.
|
4.2
|
No Contract of Employment.
The establishment of this Supplemental Pension Plan II or any modification thereof shall not give any Employee or other person the right to remain in the service of the Company or any of its subsidiaries or affiliates, and all Employees and other persons shall remain subject to discharge to the same extent as if the Supplemental Pension Plan II had never been adopted.
|
4.3
|
Compensation Committee.
This Supplemental Pension Plan II shall be administered by the Compensation Committee appointed by the Board of Directors of IR plc, or any successor committee appointed by the Board of Directors of IR plc (or, if IR plc is a subsidiary of any other company, of the ultimate parent company) (the “Compensation Committee”). The Compensation Committee has delegated to the members of the administrative committee appointed by the Company’s Chief Executive Officer (the “Administrative Committee”) the authority to administer this Supplemental Pension Plan II in accordance with its terms. Subject to review by the Compensation Committee,
|
4.4
|
Entire Agreement; Successors.
This Supplemental Pension Plan II, including any subsequently adopted amendments, shall constitute the entire agreement or contract between the Company and any Employee regarding this Supplemental Pension Plan II. There are no covenants, promises, agreements, conditions or understandings, either oral or written between the Company and any Employee relating to the subject matter hereof, other than those set forth herein. This Supplemental Pension Plan II and any amendment shall be binding on the Company and the Employee and their respective heirs, administrators, trustees, successors, and assigns, including but not limited to, any successors to the Company by merger, consolidation or otherwise by operation of law, and on all designated beneficiaries of the Employee.
|
4.5
|
Severability.
If any provision of this Supplemental Pension Plan II shall to any extent be invalid or unenforceable, the remainder of the Supplemental Pension Plan II shall not be affected thereby, and each provision of the Supplemental Pension Plan II shall be valid and enforced to the fullest extent permitted by law.
|
4.6
|
Application of Plan Provisions.
All relevant provisions of the Qualified Pension Plans, to the extent not inconsistent with Section 409A of the Code, shall apply to the extent applicable to the contractual obligations of the Company under this Supplemental Pension Plan II. With respect to any Employee, the applicable provisions shall be those of the Qualified Pension Plan in which the Employee participates. Benefits provided under the Supplemental Pension Plan II are independent of, and in addition to, any payments made to Employees under any other plan, program, or agreement between the Company and Employees, or any other compensation payable to the Employee by the Company, or by any subsidiary, or affiliate of the Company.
|
4.7
|
Governing Laws.
Except as preempted by federal law, the laws of the state of New Jersey shall govern this Supplemental Pension Plan II.
|
4.8
|
Participant as General Creditor.
The Company shall have the right to establish a reserve or make any investment for the purposes of satisfying its obligation hereunder for payment of benefits at its discretion, provided, however, that no Employee eligible to participate in this Supplemental Pension Plan II shall have any interest in such investment or reserve. This Supplemental Pension Plan II shall be unfunded for federal tax purposes. To the extent that any person acquires a right to receive benefits under this Supplemental Pension Plan II, such rights shall be no greater than the right of any, unsecured general creditor of the Company.
|
4.9
|
Nonassignability.
The right of any Employee or any beneficiary in any benefit hereunder shall not be subject to attachment, garnishment, or other legal process for the debts of such Employee or beneficiary, nor shall any such benefit be subject to anticipation, alienation, sale, pledge, transfer, assignment or encumbrance.
|
1.1
|
“Actuarial Equivalent”
means an amount having equal value to a single life annuity when computed on the basis of the mortality table specified in the Pension Plan and an interest rate equal to the average of the monthly rates for ten-year Constant Maturities for US Treasury Securities for the twelve-month period immediately preceding the month prior to the month in which a determination of benefit occurs, such rate as published in Federal Reserve statistical release H.15(519).
|
1.2
|
“The Board”
shall mean the Board of Directors of Ingersoll-Rand plc (or if Ingersoll-Rand plc is a subsidiary of any other company, of the ultimate parent company).
|
1.3
|
“Change in Control”
shall have the same meaning as such term is defined in the Ingersoll-Rand Company Limited Incentive Stock Plan of 2007 or any successor or replacement plan thereto, unless a different definition is used for purposes of a change in control event in any severance or employment agreement between an Employer and an Employee, in which event as to such Employee such definition shall apply. The term Change in Control shall refer solely to a Change in Control of Ingersoll-Rand Company Limited. Further notwithstanding the foregoing provisions of this Section 1.3, or any other provision in this Plan or the Ingersoll-Rand Company Limited Incentive Stock Plan of 2007, none of the transactions contemplated by the Irish Reorganization that are undertaken by (i) Ingersoll-Rand Company Limited or its affiliates prior to, or as of, the effective date of the Irish Reorganization or (ii) Ingersoll-Rand plc or its affiliates on and after the effective date of the Irish Reorganization shall trigger, constitute or be deemed a ‘Change in Control.’ On and after the effective date of the Irish Reorganization, the term ‘Change in Control’ shall refer solely to a ‘Change in Control’ of Ingersoll-Rand plc.
|
1.4
|
“Company”
means Ingersoll-Rand Company, and its successors or assigns.
|
1.5
|
“Compensation Committee”
means the Compensation Committee of the Board.
|
1.6
|
“Deferral Plan”
means the IR Executive Deferred Compensation Plan and/or the IR Executive Deferred Compensation Plan II.
|
1.7
|
“Elected Officer”
means an individual elected by the Board as an officer of the Company or Ingersoll-Rand plc.
|
1.8
|
“Employee”
means an individual eligible to participate in the Program as provided in Section 2.1.
|
1.9
|
“Employer”
means the Company and any domestic or foreign entity in which the Company owns (directly or indirectly) a 50% or greater interest.
|
1.11
|
“Final Average Pay”
means, except as provided in Section 5.3 for purposes of disability, the sum of the following:
|
(a)
|
for Employees actively employed by an Employer on or after February 1, 2006, the average of each of the three highest bonus awards from the Employer (whether the awards are paid to the Employee, are a Deferral Amount (as such term is defined in the Deferral Plan) or the Employee has elected to forgo a bonus award pursuant to the Estate Program) for the six most recent calendar years, including the year during which the Employee’s Separation from Service occurs, or a Change in Control occurs, but excluding Supplemental Contributions (as such term is defined in the Deferral Plan) or any amounts paid from the Deferred Compensation Account (as such term is defined in the Deferral Plan) or any other account under the Deferral Plan including, but not limited to, amounts paid consisting of Deferral Amounts and Supplemental Contributions and their earnings, and any amounts paid by the Company pursuant to the Estate Program, and
|
(b)
|
the Employee’s annualized base salary from the Employer in effect immediately prior to the Employee’s Separation from Service unreduced by any Deferral Amount (as defined in the Deferral Plan) or other elective salary reduction contributions to any plan.
|
1.12
|
“Foreign Plan”
means (i) any plan or program maintained by a foreign Employer (an Employer that is not an entity organized under the laws of the United States) under which cash benefits are payable to an Employee following retirement or other termination of employment, regardless of the form or structure of such plan, and (ii) any other plan, program, or system providing such benefits in respect of services performed by such an Employee for a foreign Employer that is established by the government of a foreign country, mandated under the laws of a foreign country or under a government decree or directive having the force of law, or mandated or maintained under any collective bargaining or similar agreement.
|
1.13
|
“Pension Plan”
means the Ingersoll-Rand Pension Plan Number One as in effect on January 1, 2003, and as may be amended from time to time.
|
1.14
|
“Predecessor Program”
means the Ingersoll-Rand Company Elected Officers Supplemental Program, as effective on June 30, 1995, as amended and restated, effective January 1, 2003, and as thereafter amended.
|
1.15
|
“Program”
means the Ingersoll-Rand Company Elected Officers Supplemental Program as stated herein and as may be amended from time to time.
|
1.16
|
“Retirement”
means an Employee’s Separation from Service other than by reason of death or disability (as defined in Section 5.3) at a time when the Employee has satisfied the vesting requirements of Section 4.1.
|
1.17
|
“Separation from Service”
means an Employer’s separation from service as determined under the general rules under Section 409A of the Code.
|
1.18
|
“Year of Service”
shall be determined in accordance with the provisions of the Pension Plan, another qualified defined benefit pension plan (other than the Trane Pension Plan), the Trane Employee Stock Ownership Plan, or Foreign Plan, in which an Employee participates that are applicable to determining the Employee’s years of vesting service under such plan. Unless otherwise agreed by the Company, an Employee’s Years of Service shall exclude any period of service during which the employer of the Employee was not an Employer under the Program, and shall not include any period of service performed on behalf of Trane, Inc. or its affiliates before the date that Ingersoll-Rand Company Limited acquired Trane, Inc. For purposes of this Section, a qualified defined benefit pension plan means a plan defined in Code Section 414(j) which is sponsored by an Employer. Notwithstanding any provision of the Program to the contrary, in the event an Employee earns one or more hours of service during a calendar year, he shall be credited with a Year of Service with respect to such year for purposes of the Program; provided, however, that any Employee who becomes a Participant in the Program on or after May 18, 2009 and who earns one or more hours of service during a calendar month shall be credited with service only for that month for purposes of the Program. An Employee’s Years of Service shall not include any period of service in a calendar year following the year of the Employee’s Separation from Service.
|
3.1
|
Amount of Benefit
|
(a)
|
is the lump sum Actuarial Equivalent of a single life annuity that is equal to the product of:
|
(ii)
|
his Years of Service (up to a maximum of 35 Years of Service), and
|
(iii)
|
1.9% (as further adjusted to give effect to any adjustments required under Sections 5.1, 5.2, and 5.4);
|
(b)
|
is the benefit offset amount as determined under Appendix A attached hereto from the Pension Plan and any other plan(s) identified in Appendix A, expressed in the same form and with the same commencement date as the benefit payable to the Employee under this Program except to the extent otherwise provided in Section 5.3(b); and
|
(c)
|
is the benefit payable to the Employee under the Predecessor Program, expressed in the same form and with the same commencement date as the benefit payable to the Employee under this Program.
|
(a)
|
The Employee is discharged by the Company for cause, which shall be a breach of the standards set forth in the Ingersoll-Rand Company Code of Conduct; or
|
(b)
|
Determination by the Compensation Committee no later than 12 months after termination of employment that the Employee has engaged in serious or willful misconduct in connection with his employment with the Company; or
|
(c)
|
The Employee (whether while employed or for two years thereafter) without the written consent of the Company is employed by, becomes associated with, renders service to, or owns an interest in any business that is competitive with the Company or with any business in which the Company has a substantial interest as determined by the Compensation Committee; provided, however, that an Employee may own up to 1% of the publicly traded equity securities of any business, notwithstanding the foregoing.
|
(a)
|
Retirement at Age 62 – Upon attaining age 62, an Employee may retire and receive the benefit determined under Section 3.1.
|
(b)
|
Retirement before Age 62 – If an Employee who has become vested in accordance with Section 4.1 retires before attaining age 62, he will receive a benefit under the Program equal to the benefit he would have received upon Retirement at age 62, provided however that:
|
(i)
|
the amount determined under Section 3.1(a) shall be reduced by 0.429% for each month that the date of the Employee’s Retirement precedes attainment of age 62;
|
(ii)
|
the benefit offset amount as determined under Appendix A from the Pension Plan and any other plan(s) identified in Appendix A shall be adjusted under the terms of the applicable plan(s) for retirement to the earliest date on which the Employee may retire and begin receiving a benefit under such plan(s), and shall be further adjusted, if necessary, to an actuarially equivalent benefit payable on the date of the Employee’s Retirement; and
|
(iii)
|
for years prior to Social Security normal retirement age, the Social Security Primary Insurance Amount (as defined in Appendix A) shall be reduced by the same factors used by the Social Security Administration to adjust benefits payable at age 62 or later, and by 0.3% for each month that the date of the Employee’s Retirement precedes attainment of age 62.
|
(c)
|
Retirement after Age 62 – If an Employee retires after age 62, he will receive a benefit equal to the greater of:
|
(i)
|
the benefit determined under Section 3.1 as of his date of Retirement, or
|
(ii)
|
the benefit he would have received had his Retirement occurred at age 62, credited with interest from the date he attained age 62 until his date of Retirement. For purposes of this subsection (ii), the interest rate will be equal to the average of the monthly rates for ten-year Constant Maturities for US Treasury Securities for the twelve-month period immediately preceding the month prior to the month in which a determination of benefit occurs, as quoted by the Federal Reserve.
|
(a)
|
Benefits under the Program shall be payable solely in a single lump sum. In the case of Retirement, the lump sum benefit shall be paid on the later of (i) the first business day that is six months after the date of the Employee’s Retirement, or (ii) the first business day of the calendar year following the year of the Employee’s Retirement. In the case of disability or death, the lump sum benefit shall be paid on the payment date prescribed by Section 5.3 or Section 5.4 (without regard to whether the Employee’s death occurs prior or subsequent to Retirement), as applicable.
|
(b)
|
The lump sum amount determined under Sections 3.1 and 5.1, shall be credited with interest from the determination date under Section 3.1 until the date of distribution at the average of the monthly rates for ten-year Constant Maturities for U.S. Treasury Securities for the twelve-month period immediately preceding the month prior to the month in which a determination of benefit occurs, as quoted by the Federal Reserve.
|
(a)
|
An Employee who has a leave of absence for disability and returns to active employment before incurring a Separation from Service (as determined under section 1.409A-1(h) of the Treasury Regulations) shall continue to accrue benefits (and Years of Service) under the Program during the leave of absence. Except as provided in Section 5.3(b), an Employee who has had a leave of absence for disability and who does not return to active employment before incurring a Separation from Service shall accrue no benefits (or Years of Service) during such leave of absence. An Employee described in this Section 5.3(a) (and not covered by Section 5.3(b)) shall be entitled to benefits, if any, under the Program in accordance with Sections 5.1, 5.2, and 5.4 of the Program, based on the date of the Employee’s Separation from Service and his or her age and Years of Service at the date of the Employee’s Separation of Service.
|
(b)
|
An Employee who becomes disabled within the meaning of Section 5.3(c) prior to his or her Separation from Service and who remains continuously disabled until attaining age 65 or earlier death shall continue to accrue benefits (and Years of Service) under the Program as if he or she continued to be employed by the Company until the earlier of attainment of age 65 or death. An Employee who becomes disabled within the meaning of Section 5.3(c) prior to his or her Separation from Service and who recovers from the disabilty before attaining age 65 but after the date on which the Employee is determined to have had a Separation from Service, shall be entitled to benefits, if any, in accordance with the last sentence of Section 5.3(a), but shall be entitled to no additional Years of Service under this Section 5.3(b). An Employee described in either of the preceding two sentences shall be paid the lump sum, determined under Sections 3.1 and 5.2 of the Program as a benefit payable by reason of disability (not by reason of Separation from Service), on the first business day of the month following the month the Employee attains age 65 or, if the Employee dies before attaining age 65, the Employee’s beneficiary shall be paid the benefit under Section 5.4 of the Program as if the Employee retired on the date of death. In determining the benefits payable under this Section 5.3(b), the benefit offset amount under paragraph (e) of Appendix A shall be the value of the Employee’s vested Core Contribution Account under the Ingersoll-Rand Company Employee Savings Plan and the Ingersoll-Rand Company Supplemental Employee
|
(c)
|
For purposes of Section 5.3(b), an Employee shall be disabled if he or she has: (a) a condition under which the Employee: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (b) any other condition under which the Employee is considered “disabled” within the meaning of Code Section 409A(a)(2)(C).
|
(d)
|
Notwithstanding any other provision of the Program to the contrary, in any case in which an Employee is entitled under Section 5.3(b) to accrue benefits (and Years of Service) under the Program during a period of disability, Final Average Pay means the sum of:
|
(i)
|
the average of each of the three highest bonus awards (whether the awards are paid to the Employee, are a Deferral Amount (as such term is defined in the Deferral Plan) or the Employee has elected to forgo a bonus award pursuant to the Estate Program) during the six most recent calendar years, including the year during which the Employee’s disability occurs (or, if the average of the three highest bonus awards would be greater, the six most recent calendar years prior to the year in which the Employee’s disability occurs), but excluding Supplemental Contributions (as such term is defined in the Deferral Plan) or any amounts paid from the Deferred Compensation Account (as such term is defined in the Deferral Plan) or any other account under the Deferral Plan including, but not limited to, amounts paid consisting of Deferral Amounts and Supplemental Contributions and their earnings, and any amounts paid by the Company pursuant to the Estate Program, and
|
(ii)
|
the Employee’s annualized base salary in effect as of the date he or she became disabled.
|
5.4
|
Death
|
(a)
|
In the event of an Employee’s death prior to Retirement, his beneficiary shall receive a lump sum payment determined under Section 3.1 as if the Employee retired on the date of death, provided that if the Employee’s death occurs prior to his attainment of age 55, such death benefit shall be reduced by 0.3% for each month that the benefit commences before the Employee would have reached age
|
(b)
|
The Employee’s beneficiary(ies) shall be the same as the Employee’s beneficiary(ies) under the Pension Plan, or, if the Employee was not a participant in the Pension Plan, such other qualified defined benefit pension plan or Foreign Plan in which the Employee has participated. If the Employee was not a participant in, or has no beneficiary under, the Pension Plan, another qualified defined benefit pension plan, or a Foreign Plan, the Employee’s estate shall be the beneficiary.
|
(a)
|
All employer-paid benefits under any qualified defined benefit plan (as defined in Code Section 414(j)) and associated supplemental plans (including the Ingersoll-Rand Company Supplemental Pension Plan II) sponsored by the Company. For purposes of this Paragraph (a), the amount of any pension payable under the Clark Equipment Company Retirement Program for Salaried Employees shall be determined without reduction by the lifetime pension equivalent of the Employee’s vested interest in his PPOA Account (as such term is defined in the IR/Clark Leveraged Employee Stock Ownership Plan).
|
(b)
|
The Social Security Primary Insurance Amount (as defined below) estimated at age 65, multiplied by a fraction, the numerator of which is his Years of Service (up to a maximum of 35 Years of Service), and the denominator of which is 35.
|
(i)
|
For benefits determined on or after age 65, payable for the year following his date of retirement.
|
(ii)
|
For benefits determined before the Employee attains age 65, payable for the year following his retirement or death (or which would be payable when he first would have become eligible if he were then unemployed), assuming he will not receive after retirement (or death) any income that would be treated as wages for purposes of the Social Security Act.
|
(c)
|
An Employee’s accrued benefit under any qualified defined benefit pension plan (as defined in Code Section 414(j)) and any nonqualified pension plan with respect to any business that was acquired by the Company or any of its affiliates (“Acquired Business”) in respect of any period of service with the Acquired Business that is counted as a Year of Service under the Program, except that the amount of employer-paid contributions (excluding earnings and accretions thereto) made to the Trane, Inc. Employee Stock Ownership Plan from and after the date that Ingersoll-Rand Company Limited acquired Trane, Inc., and not the value of the Trane Pension Plan, shall be used. Each such pension plan, including but not limited to the Ingersoll-Rand Company/Thermo King Executive Pension Plan, the Hussmann Corporation Supplemental Executive Retirement Plan, and the Trane Inc. Executive Supplemental Retirement Benefit Program, is referred to herein as a “Former Plan.” The Employee’s accrued benefit under the Former Plan shall be determined as a life annuity payable as of the date of determination, using the Former Plan’s early retirement factors, if applicable, and converted to a lump sum based on the factors used to determine lump sum distributions under the Former Plan or, if lump sum distributions are not available under the Former Plan, as the lump sum Actuarial Equivalent of the benefits accrued under the Former Plan.
|
(d)
|
Any and all benefits accrued or accumulated by the Employee under any Foreign Plan (as defined in Section 1.12 of the Program) in respect of any period of service with a foreign Employer that is counted as a Year of Service under the Program, excluding any benefit attributable to the Employee’s own contributions (whether voluntary or mandatory) under any Foreign Plan. Such benefits shall be converted to a lump sum based on the factors used to determine lump sum distributions under such plan(s) or, if lump sum distributions are not available under such plan(s), as the lump sum Actuarial Equivalent of the benefits accrued under such plan(s).
|
(e)
|
An Employee’s vested Core Contribution Account under the Ingersoll-Rand Company Employee Savings Plan and the Ingersoll-Rand Company Supplemental Employee Savings Plan II.
|
(f)
|
Except as hereinafter provided or otherwise required or permitted under Section 409A of the Code, no benefit offset amount shall be taken into account for purposes of Section 3.1(b) and 5.1(b) of the Program with respect to the benefits payable or paid to
|
A.
|
Examine, without charge, at the Plan Administrator’s office and at certain Company work sites, all Plan documents, including insurance contracts, collective bargaining agreements, and copies of all documents filed by the Plan Administrator with the U. S. Department of Labor, such as annual reports.
|
B.
|
Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies.
|
C.
|
Receive a summary of the Plan’s annual financial report, if any. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.
|
1.
|
Your active employment with the Company will cease as of ________ (the “Termination Date”). Your compensation will continue through the Termination Date.
|
1.
|
Your separation arrangements will consist of the following:
|
3.
|
In exchange for the benefits described in paragraph 2 above:
|
a)
|
You agree to promptly provide to the Company by the Termination Date, all expense reports, all documents whether in written or electronic format, as well as all Company assets, such as cell phones, personal electronic devices, computer equipment, keys, security cards and/or company identification cards in your possession pertaining to your work at the Company.
|
b)
|
You acknowledge:
|
•
|
that any trade secrets, or confidential business/technical information of the Company, its suppliers or customers, (whether reduced to writing, maintained on any form of electronic media, maintained in your mind or memory or whether compiled by you or the Company) derive independent economic value from not being readily known to or ascertainable by proper means by others, who can obtain such economic value from their disclosure or use;
|
•
|
that reasonable efforts have been made by the Company to maintain the secrecy of such information;
|
•
|
that such information is the sole property of the Company (or its suppliers or customers); and
|
•
|
that you agree not to retain, use or disclose such information during or after your employment. You further agree that any such retention, use or disclosure, in violation of this Agreement, will constitute a misappropriation of trade secrets of the Company (or its suppliers or customers) and a violation of the Code of Conduct and Proprietary Agreements that you have previously made with the Company. You also agree that the Company may seek injunctive relief and damages to enforce this provision.
|
c)
|
You agree not to disclose the existence or the terms of this agreement to anyone inside or outside the Company, subordinates or any other employees of the Company. This shall not preclude disclosure to your spouse, attorney, financial advisor, designated Company representative, or in response to a governmental tax audit or judicial subpoena. You also agree to instruct those to whom you disclose the terms of this agreement not to disclose the existence of its terms and conditions to anyone else. This provision shall also not preclude you from disclosing this agreement and its terms in a legal proceeding to enforce its terms. The Company will hold you personally responsible for losses it incurs as a result of violation by you of this confidentiality obligation.
|
d)
|
For a period of twelve (12) months following the Termination Date, you agree not to directly or indirectly recruit or attempt to recruit or hire any employee(s), sales representative(s), agent(s) or consultant(s) of the Company to terminate their employment, representation or other association with the Company without the prior written consent of the Company.
|
e)
|
You agree not to make any statement or criticism that could reasonably be deemed to be adverse to the interests of the Company or its current or former officers, directors, or employees. Without limiting the generality of the foregoing, this includes any disparaging statements concerning, or criticisms of, the Company and its current or former directors, officers or, employees, made in public forums or to the Company’s investors, external analysts, customers and service providers. You agree that any violation of these commitments will be a material breach by you of this Agreement and the Company will have no further obligation to provide any compensation or benefits referred to in this Agreement. You will also be liable for damages (both compensatory and punitive) to the fullest extent of the law as a result of the injury incurred by the Company as a result of such remarks or communications.
|
f)
|
[DELETE this section if employee works in California, Montana, North Dakota, Oklahoma, or Oregon.] For a period of _____ weeks [Note: should be equal to amount of weeks of Base Salary provided as severance benefits under the Plan] following the Termination Date, you agree to refrain from competing with the Company with respect to any aspect of its businesses, including without limitation, the design, manufacture, sale or distribution of similar or competitive products as an employee or consultant/representative of a competitor of any IR component, sector or business you have worked for in the last 5 years. If an arbitrator or a court shall finally hold that the time or territory or any other provisions stated in this Section (Non-Competition) constitute an unreasonable restriction upon you, the provisions of this Agreement shall not be rendered void, but shall instead apply to a lesser extent as such arbitrator or court may determine constitutes a reasonable restriction under the circumstances involved.
|
g)
|
[DELETE this section if employee works in California, Montana, North Dakota, Oklahoma, or Oregon.] For a period of _____ weeks [Note: should be equal to amount of weeks of Base Salary provided as severance benefits under the Plan] following the Termination Date, you agree you will not, directly or indirectly, for your own account or for the account of others, solicit the business of or perform services for the business of any “Company Customer”. Company Customer means any individual or entity for whom/which the Company provides or has provided services or products or has made a proposal to provide services or products and with whom/which you have had contact on behalf of the Company or for whom/which you were engaged in preparing a proposal during the last 5 years preceding the end of my employment.
|
4.
|
a) You hereby irrevocably and unconditionally release and forever discharge the Company and each and all of its successors, predecessors, businesses, affiliates, and assigns and all person acting by, through and under or in concert with any of them from any and all complaints, claims, compensation program payments and liabilities of any kind (with the exception of claims for workers’ compensation and unemployment claims), suspected or unsuspected (hereinafter referred to as “Claim” or “Claims”) which you ever had, now have, or which may arise in the future, regarding any matter arising on or before the date of your execution of this Agreement, including but not limited to any Claims under the Age Discrimination in Employment Act (29 U.S.C
§
621), the Older Workers Benefit Protection Act of 1990 (29 U.S.C.
§
626
et seq
.), Title VII of the Civil Rights Act of 1964, (42 U.S.C.
§
2000e
et seq
.), as amended by the Civil Rights Act of 1991, (42 U.S.C.
§
1981
et seq
.), Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act (42 U.S.C.
§
12101
et seq
.), Title II of the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. §2000ff
et seq
.) [Add pertinent state statutes] and/or other applicable federal, state or local law, regulation, ordinance or order, and including all claims for, or entitlement to, attorney fees. This section and the release hereunder, does not waive any claims under the ADEA that may arise
after
the date of your execution of this Agreement.
|
c)
|
Nothing in this Agreement shall prevent you (or your attorneys) from (i) commencing an action or proceeding to enforce this Agreement or (ii) exercising your right under the Older Workers Benefit Protection Act of 1990 to challenge the validity of your waiver of ADEA claims set forth in this Agreement.
|
d)
|
Nothing in this Agreement shall be construed to prohibit you from filing any charge or complaint with the EEOC or State Counterpart Agency or participating in any investigation or proceeding conducted by the EEOC or State Counterpart Agency, nor shall any provision of this Agreement adversely affect your right to engage in such conduct. Notwithstanding the foregoing you waive the right to obtain any monetary relief from the EEOC or State Counterpart Agency or recover any monies or compensation as a result of filing any such charge or complaint.
|
e)
|
FOR CALIFORNIA ADD: It is a further condition of the consideration hereof and your agreement that in executing this Agreement that it should be effective as a bar to each and every claim, demand and cause of action stated above. In furtherance of this intention, you hereby expressly waive any and all rights and benefits conferred upon you by the provisions of Section
§
1542 of the California Civil Code and expressly consent that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands, and causes of action referred to above. Under Section
§
1542 of the California Code, a general release does not extend to claims which the creditor (employee) does not know or suspect to exist in his favor at the time of executing the Release, which if known by him must have materially affected his settlement with the debtor (Company).
|
5.
|
You represent, warrant and acknowledge that the Company has paid you for all hours worked. You represent, warrant and acknowledge that the Company owes you no vacation pay other than your accrued, unused vacation attributable to the year in which your last day of active employment occurs, which will be paid in a lump sum based on your base salary at termination.
|
6.
|
You also hereby acknowledge and agree that you have received any and all leave(s) of absence to which you may have been entitled pursuant to the federal Family and Medical Leave Act of 1993, and if any such leave was taken, you were not discriminated against or retaliated against regarding same. Except as may be expressly stated herein, any rights to benefits under Company sponsored benefit plans are governed exclusively by the written plan documents.
|
7.
|
This release of Claims does not affect any pending claim for workers’ compensation benefits. You affirm that you have no known and unreported work related injuries or occupational diseases as of the date of this Agreement.
|
8.
|
You acknowledge that you have no pending, contemplated or submitted disability claims. You acknowledge that you are aware of no facts that would give rise to a disability claim. You acknowledge that any disability payments for time periods covering the Termination Date forward would be withheld as an offset to the severance amounts provided above. Alternatively, if you obtain disability payments for the Termination Date forward, then the severance described above would be reduced. The Company has a right to reimbursement to the extent you obtain both disability payments for time periods after the Termination Date and Severance.
|
9.
|
If you accept another position with the Company prior to the Termination Date, the severance benefits described in Paragraph 2(a) of this Agreement will be withdrawn. Alternatively, if you have already received the severance benefits described in Paragraph 2(a) of this Agreement at the time you accept a position with the Company, you will only be entitled to retain the portion to the lump sum payment representing the number of weeks you were not employed by the Company. You will be required to repay to the Company the portion of the lump sum payment representing the number of weeks after which you became re-employed by the Company.
|
10. a)
|
You agree that you will personally provide reasonable assistance and cooperation to the Company in activities related to the prosecution or defense of any pending or future lawsuits or claims involving the Company especially on matters you have been privy to, holding all privileged attorney-client matters in strictest confidence.
|
b)
|
You will promptly notify the Company if you receive any requests from anyone for information regarding the Company or if you become aware of any potential claims or proposed litigation against the Company.
|
c)
|
You shall immediately notify the Company if you are served with a subpoena, order, directive or other legal process requiring you to provide sworn testimony regarding a Company-related matter.
|
11.
|
If the Company reasonably determines that you have violated any of your obligations under this Agreement, you agree to:
|
a)
|
Forfeit any right to receive the payments described in paragraph 2 above,
|
b)
|
Forfeit all rights to all outstanding stock options, vested or not, that were previously awarded, and
|
c)
|
Upon demand, return all payments set forth in this Agreement that have been made to you. If you fail to do so, the Company has the right to recover costs and attorney’s fees associated with such recovery.
|
12.
|
This Agreement sets forth the entire agreement between you and the Company and fully supersedes any and all prior agreements or understandings, written or oral, between you and the Company pertaining to the subject matter hereof.
|
13.
|
This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against any of the parties hereto.
|
14.
|
This Agreement is governed by the laws of the State in which the employee worked at the time of the employee’s termination without regard to
its choice of law provisions, to the extent not governed by federal law.
|
15.
|
Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be wholly or partially illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts, terms, or provisions shall not be affected thereby, and said illegal, invalid or unenforceable part, term, or provision shall be deemed not to be a part of this Agreement.
|
16.
|
You understand and agree that:
|
a)
|
You are signing this Agreement voluntarily and with full knowledge and understanding of its terms, which include a waiver of all rights or claims you have or may have against the Company as set forth herein including, but not limited to, all claims of age discrimination and all claims of retaliation;
|
a)
|
You are, through this Agreement, releasing, among others, the Company, its affiliates and subsidiaries, each and all of their officers, agents, directors, supervisors, employees, representatives, and their successors and assigns, from any and all claims you may have against them;
|
b)
|
You are not being asked or required to waive rights or claims that may arise
after
the date of your execution of this Agreement, including, without limitation, any rights or claims that you may have to secure enforcement of the terms and conditions of this Agreement;
|
c)
|
The consideration provided to you under this Agreement is in addition to anything of value to which you are already entitled;
|
d)
|
You knowingly and voluntarily agree to all of the terms set forth in this Agreement;
|
e)
|
You knowingly and voluntarily intend to be legally bound by the same;
|
f)
|
You were advised and hereby are advised in writing to consider the terms of the Agreement and consult with an attorney of your choice prior to executing this Agreement;
|
g)
|
You have been provided with sufficient opportunity to consult with an attorney or have waived that opportunity;
|
h)
|
You have a full [twenty-one (21)] [forty-five (45)]
1
days from the date of receipt of this Agreement within which to consider this Agreement before executing it; and
|
i)
|
You have the right to revoke this Agreement within seven consecutive calendar days (“Revocation Period”) after signing and dating it, by providing written notice of revocation to [INSERT Name & Address of Appropriate HR Professional]. If you revoke this Agreement during this Revocation Period, it becomes null and void in its entirety. If you do not revoke this Agreement, after the Revocation Period, it becomes final.
|
1.
|
I have reviewed the Annual Report on Form 10-K of Ingersoll-Rand plc for the year ended
December 31, 2012
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 14, 2013
|
|
/s/ Michael W. Lamach
|
|
|
|
Michael W. Lamach
|
|
|
|
Principal Executive Officer
|
1.
|
I have reviewed the Annual Report on Form 10-K of Ingersoll-Rand plc for the year ended
December 31, 2012
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 14, 2013
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/s/ Steven R. Shawley
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Steven R. Shawley
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Principal Financial Officer
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/s/ Michael W. Lamach
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Michael W. Lamach
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Principal Executive Officer
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February 14, 2013
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/s/ Steven R. Shawley
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Steven R. Shawley
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Principal Financial Officer
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February 14, 2013
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