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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other capital market conditions, including availability of funding sources;
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•
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currency exchange rate fluctuations, exchange controls and currency devaluations;
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•
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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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impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets;
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climate change, changes in weather patterns and seasonal fluctuations;
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•
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the impact of potential information technology or data security breaches;
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•
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the strategic acquisition of businesses, product lines and joint ventures; and
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•
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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.
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Climate
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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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Heat pumps
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Air handlers
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Humidifiers
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Airside and terminal devices
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Installation contracting
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Auxiliary idle reduction
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Package heating and cooling systems
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Auxiliary temperature management
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Performance contracting
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Building management systems
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Repair and maintenance services
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Bus and rail HVAC systems
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Service agreements
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Chillers
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Temporary heating and cooling systems
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Coils and condensers
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Thermostats/controls
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Container refrigeration systems and gensets
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Trailer refrigeration systems
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Control systems
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Unitary systems
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Cryogenic refrigeration systems
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Vehicle-powered truck refrigeration systems
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Diesel-powered refrigeration systems
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Industrial
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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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In millions
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2014
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2013
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Climate
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$
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1,499.3
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$
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1,342.7
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Industrial
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489.6
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517.4
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Total
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$
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1,988.9
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$
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1,860.1
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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 crises 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, slowing economic growth and social and political instability.
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diversion of management time and attention from daily operations;
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difficulties integrating acquired businesses, technologies and personnel into our business;
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difficulties in obtaining and verifying the financial statements and other business information of acquired businesses;
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inability to obtain required regulatory approvals and/or required financing on favorable terms;
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potential loss of key employees, key contractual relationships or key customers of acquired businesses or of ours;
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assumption of the liabilities and exposure to unforeseen liabilities of acquired businesses;
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dilution of interests of holders of our common shares through the issuance of equity securities or equity-linked securities; and
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in the case of joint ventures and other investments, interests that diverge from those of our partners without the ability to direct the management and operations of the joint venture or investment in the manner we believe most appropriate.
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Climate
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Americas
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Europe
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Asia Pacific and India
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Curitiba, Brazil
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Kolin, Czech Republic
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Zhong Shan, China
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Monterrey, Mexico
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Charmes, France
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Taicang, China
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Arecibo, Puerto Rico
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Golbey, France
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Chennai, India
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Fort Smith, Arkansas
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Galway, Ireland
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Penang, Malaysia
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Pueblo, Colorado
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Barcelona, Spain
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Samut Prakan, Thailand
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Lynn Haven, Florida
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Macon, Georgia
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Vidalia, Georgia
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Rushville, Indiana
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Lexington, Kentucky
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St. Paul, Minnesota
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Hastings, Nebraska
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Trenton, New Jersey
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Columbia, South Carolina
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Clarksville, Tennessee
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Tyler, Texas
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Waco, Texas
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La Crosse, Wisconsin
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Industrial
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Americas
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Europe
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Asia Pacific and India
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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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Sin le Noble, 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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Madison Heights, Michigan
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Oberhausen, Germany
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Wujiang, China
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Mocksville, North Carolina
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Fogliano Redipuglia, Italy
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Naroda, India
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Southern Pines, North Carolina
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Vignate, Italy
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Sahibabad, India
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West Chester, Pennsylvania
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Logatec, Slovenia
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Kent, Washington
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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 (51)
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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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Susan K. Carter (56)
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10/2/2013
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Senior Vice President and Chief Financial Officer (since October 2013); KBR Inc. (a global engineering, construction and services business), Executive Vice President and Chief Financial Officer (2009-2013); Lennox International Inc. (a heating, air conditioning and refrigeration company), Executive Vice President and Chief Financial Officer (2004 to 2009)
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Marcia J. Avedon (53)
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2/7/2007
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Senior Vice President, Human Resources, Communications and Corporate Affairs (since June 2013); Senior Vice President, Human Resources and Communications (2007 - 2013)
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Paul A. Camuti (53)
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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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Robert L. Katz (52)
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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 (52)
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8/1/2011
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Senior Vice President and President, Residential HVAC (since December 2013); Senior Vice President and President, Residential Solutions (2011-2013); President and Chief Executive Officer, Club Car (2007 - 2011)
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Didier Teirlinck (58)
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6/4/2008
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Executive Vice President Ingersoll Rand, Climate Segment (since December 2013); Senior Vice President and President, Climate Solutions (2009-2013); President, Climate Control Technologies (2008-2009); President, Climate Control Europe (2005-2008)
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Todd D. Wyman (47)
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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 (56)
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7/1/2010
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Executive Vice President Ingersoll Rand, Industrial Segment (since December 2013); Senior Vice President and President, Industrial Technologies (2010-2013); President, TCS and Climate Solutions EMEIA (2009-2010); President, Security Technologies ESA (2007-2008)
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Richard J. Weller (58)
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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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||||||||||
2014
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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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62.88
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$
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55.70
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$
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0.25
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Second quarter
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63.99
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54.39
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0.25
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Third quarter
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64.50
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56.36
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0.25
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Fourth quarter
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64.59
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53.57
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0.25
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2013
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High
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Low
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Dividend
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||||||
First quarter
(a)
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$
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56.77
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$
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48.06
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$
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—
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Second quarter
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58.92
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52.03
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0.21
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Third quarter
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66.62
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55.32
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0.21
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Fourth quarter
(b)
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71.75
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54.83
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0.21
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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 ($000's) (a)
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||||||
October 1 - October 31
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1,445.5
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$
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56.74
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1,444.5
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$
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1,036,638
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November 1 - November 30
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1,238.6
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|
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62.64
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1,213.2
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960,639
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December 1 - December 31
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702.0
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63.04
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697.9
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916,639
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Total
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3,386.1
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$
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60.21
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3,355.6
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Company/Index
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2009
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2010
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2011
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2012
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2013
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2014
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Ingersoll Rand
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100
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133
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87
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139
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227
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237
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S&P 500
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100
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115
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117
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136
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180
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205
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S&P 500 Industrials Index
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100
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127
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126
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145
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204
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224
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At and for the years ended December 31,
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2014
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2013
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2012
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2011
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2010
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Net revenues
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$
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12,891.4
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$
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12,350.5
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$
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11,988.3
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$
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12,760.8
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$
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12,033.4
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||||||||||
Net earnings (loss) attributable to Ingersoll-Rand plc ordinary shareholders:
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||||||||||
Continuing operations
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897.0
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620.1
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772.4
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123.4
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505.2
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|||||
Discontinued operations
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34.7
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(1.3
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)
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246.2
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219.8
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137.0
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|||||
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||||||||||
Total assets
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17,298.5
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17,658.1
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18,482.1
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18,819.6
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20,078.0
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|||||
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||||||||||
Total debt
|
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4,224.4
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3,521.2
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3,229.4
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3,637.6
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3,677.8
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|||||
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||||||||||
Total Ingersoll-Rand plc shareholders’ equity
|
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5,987.4
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7,068.9
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|
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7,147.8
|
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6,924.3
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7,981.3
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Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders:
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Basic:
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||||||||||
Continuing operations
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$
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3.32
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$
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2.11
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|
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$
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2.54
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|
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$
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0.38
|
|
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$
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1.56
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Discontinued operations
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0.12
|
|
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—
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|
|
0.81
|
|
|
0.68
|
|
|
0.42
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|||||
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||||||||||
Diluted:
|
|
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|
|
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|
||||||||||
Continuing operations
|
|
$
|
3.27
|
|
|
$
|
2.08
|
|
|
$
|
2.49
|
|
|
$
|
0.36
|
|
|
$
|
1.49
|
|
Discontinued operations
|
|
0.13
|
|
|
(0.01
|
)
|
|
0.79
|
|
|
0.65
|
|
|
0.40
|
|
|||||
|
|
|
|
|
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||||||||||
Dividends declared per ordinary share
|
|
$
|
1.00
|
|
|
$
|
0.63
|
|
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$
|
0.69
|
|
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$
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0.59
|
|
|
$
|
0.28
|
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1.
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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, including an after-tax loss on sale and impairment charges of $
546 million
.
|
2.
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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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3.
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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
|
|
2014
|
|
% of Revenues
|
|
2013
|
|
% of Revenues
|
|
2012
|
|
% of Revenues
|
||||||
Net revenues
|
|
$
|
12,891.4
|
|
|
|
|
$
|
12,350.5
|
|
|
|
|
$
|
11,988.3
|
|
|
|
Cost of goods sold
|
|
(8,982.8
|
)
|
|
69.8%
|
|
(8,722.3
|
)
|
|
70.6%
|
|
(8,533.5
|
)
|
|
71.2%
|
|||
Selling and administrative expenses
|
|
(2,503.9
|
)
|
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19.4%
|
|
(2,523.2
|
)
|
|
20.4%
|
|
(2,382.9
|
)
|
|
19.9%
|
|||
Operating income
|
|
1,404.7
|
|
|
10.9%
|
|
1,105.0
|
|
|
8.9%
|
|
1,071.9
|
|
|
8.9%
|
|||
Interest expense
|
|
(225.3
|
)
|
|
|
|
(278.8
|
)
|
|
|
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(252.0
|
)
|
|
|
|||
Other, net
|
|
30.0
|
|
|
|
|
3.4
|
|
|
|
|
28.1
|
|
|
|
|||
Earnings before income taxes
|
|
1,209.4
|
|
|
|
|
829.6
|
|
|
|
|
848.0
|
|
|
|
|||
Provision for income taxes
|
|
(293.7
|
)
|
|
|
|
(189.0
|
)
|
|
|
|
(56.0
|
)
|
|
|
|||
Earnings from continuing operations
|
|
915.7
|
|
|
|
|
640.6
|
|
|
|
|
792.0
|
|
|
|
|||
Discontinued operations, net of tax
|
|
34.7
|
|
|
|
|
13.3
|
|
|
|
|
252.0
|
|
|
|
|||
Net earnings
|
|
950.4
|
|
|
|
|
653.9
|
|
|
|
|
1,044.0
|
|
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
|
(18.7
|
)
|
|
|
|
(35.1
|
)
|
|
|
|
(25.4
|
)
|
|
|
|||
Net earnings attributable to Ingersoll-Rand plc
|
|
$
|
931.7
|
|
|
|
|
$
|
618.8
|
|
|
|
|
$
|
1,018.6
|
|
|
|
Diluted net earnings (loss) per ordinary share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
3.27
|
|
|
|
|
$
|
2.08
|
|
|
|
|
$
|
2.49
|
|
|
|
Discontinued operations
|
|
0.13
|
|
|
|
|
(0.01
|
)
|
|
|
|
0.79
|
|
|
|
|||
Net earnings
|
|
$
|
3.40
|
|
|
|
|
$
|
2.07
|
|
|
|
|
$
|
3.28
|
|
|
|
Volume/product mix
|
4.6
|
%
|
Pricing
|
0.5
|
%
|
Currency exchange rates
|
(0.7
|
)%
|
Total
|
4.4
|
%
|
Volume/product mix
|
2.3
|
%
|
Pricing
|
0.7
|
%
|
Total
|
3.0
|
%
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest income
|
|
$
|
13.2
|
|
|
$
|
12.8
|
|
|
$
|
16.3
|
|
Exchange gain (loss)
|
|
(0.1
|
)
|
|
(14.0
|
)
|
|
0.2
|
|
|||
Earnings (loss) from equity investments
|
|
7.8
|
|
|
(2.6
|
)
|
|
(5.9
|
)
|
|||
Other
|
|
9.1
|
|
|
7.2
|
|
|
17.5
|
|
|||
Other, net
|
|
$
|
30.0
|
|
|
$
|
3.4
|
|
|
$
|
28.1
|
|
Dollar amounts in millions
|
|
2014
|
|
% change
|
|
2013
|
|
% change
|
|
2012
|
||||||
Net revenues
|
|
$
|
9,879.7
|
|
|
4.9%
|
|
$
|
9,414.0
|
|
|
4.1%
|
|
$
|
9,042.5
|
|
Segment operating income
|
|
1,195.6
|
|
|
27.7%
|
|
936.0
|
|
|
14.5%
|
|
817.6
|
|
|||
Segment operating margin
|
|
12.1
|
%
|
|
|
|
9.9
|
%
|
|
|
|
9.0
|
%
|
Volume/product mix
|
5.0
|
%
|
Pricing
|
0.6
|
%
|
Currency exchange rates
|
(0.7
|
)%
|
Total
|
4.9
|
%
|
Volume/product mix
|
3.5
|
%
|
Pricing
|
0.8
|
%
|
Currency exchange rates
|
(0.2
|
)%
|
Total
|
4.1
|
%
|
Dollar amounts in millions
|
|
2014
|
|
% change
|
|
2013
|
|
% change
|
|
2012
|
||||||||
Net revenues
|
|
$
|
3,011.7
|
|
|
2.6
|
%
|
|
$
|
2,936.5
|
|
|
(0.3
|
)%
|
|
$
|
2,945.8
|
|
Segment operating income
|
|
443.0
|
|
|
(1.6
|
)%
|
|
450.3
|
|
|
(1.2
|
)%
|
|
455.8
|
|
|||
Segment operating margin
|
|
14.7
|
%
|
|
|
|
15.3
|
%
|
|
|
|
15.5
|
%
|
Volume/product mix
|
3.2
|
%
|
Pricing
|
0.3
|
%
|
Currency exchange rates
|
(0.9
|
)%
|
Total
|
2.6
|
%
|
Pricing
|
0.6
|
%
|
Currency exchange rates
|
0.3
|
%
|
Volume/product mix
|
(1.2
|
)%
|
Total
|
(0.3
|
)%
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenues
|
|
$
|
—
|
|
|
$
|
1,889.9
|
|
|
$
|
2,046.6
|
|
Pre-tax earnings (loss) from operations
|
|
41.2
|
|
|
84.7
|
|
|
379.5
|
|
|||
Pre-tax gain (loss) on sale
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|||
Tax benefit (expense)
|
|
(6.5
|
)
|
|
(71.4
|
)
|
|
(129.8
|
)
|
|||
Discontinued operations, net of tax
|
|
$
|
34.7
|
|
|
$
|
13.3
|
|
|
$
|
252.0
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Allegion spin-off, net of tax
|
|
$
|
15.0
|
|
|
$
|
12.4
|
|
|
$
|
254.2
|
|
Other discontinued operations, net of tax
|
|
19.7
|
|
|
0.9
|
|
|
(2.2
|
)
|
|||
Discontinued operations, net of tax
|
|
$
|
34.7
|
|
|
$
|
13.3
|
|
|
$
|
252.0
|
|
In millions
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenues
|
$
|
—
|
|
|
$
|
1,889.9
|
|
|
$
|
2,046.6
|
|
After-tax earnings (loss) from operations
|
$
|
15.0
|
|
|
$
|
12.4
|
|
|
$
|
254.2
|
|
In millions
|
2014
|
|
2013
|
|
2012
|
||||||
Retained costs, net of tax
|
$
|
19.7
|
|
|
$
|
0.9
|
|
|
$
|
(16.2
|
)
|
Net gain (loss) on disposals, net of tax
|
—
|
|
|
—
|
|
|
14.0
|
|
|||
Discontinued operations, net of tax
|
$
|
19.7
|
|
|
$
|
0.9
|
|
|
$
|
(2.2
|
)
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash and cash equivalents
|
|
$
|
1,705.2
|
|
|
$
|
1,937.2
|
|
|
$
|
708.4
|
|
Short-term borrowings and current maturities of long-term debt
|
|
482.7
|
|
|
367.7
|
|
|
962.9
|
|
|||
Long-term debt
|
|
3,741.7
|
|
|
3,153.5
|
|
|
2,266.5
|
|
|||
Total debt
|
|
4,224.4
|
|
|
3,521.2
|
|
|
3,229.4
|
|
|||
Total Ingersoll-Rand plc shareholders’ equity
|
|
5,987.4
|
|
|
7,068.9
|
|
|
7,147.8
|
|
|||
Total equity
|
|
6,045.4
|
|
|
7,131.3
|
|
|
7,229.3
|
|
|||
Debt-to-total capital ratio
|
|
41.1
|
%
|
|
33.1
|
%
|
|
30.9
|
%
|
In millions
|
|
2014
|
|
2013
|
||||
Debentures with put feature
|
|
$
|
343.0
|
|
|
$
|
343.0
|
|
Other current maturities of long-term debt
|
|
23.6
|
|
|
8.0
|
|
||
Other short-term borrowings
|
|
116.1
|
|
|
16.7
|
|
||
Total
|
|
$
|
482.7
|
|
|
$
|
367.7
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating cash flow provided by (used in) continuing operations
|
|
$
|
991.7
|
|
|
$
|
798.8
|
|
|
$
|
882.5
|
|
Investing cash flow provided by (used in) continuing operations
|
|
(197.0
|
)
|
|
(213.2
|
)
|
|
(128.2
|
)
|
|||
Financing cash flow provided by (used in) continuing operations
|
|
(859.5
|
)
|
|
354.1
|
|
|
(1,295.7
|
)
|
|
|
Short-term
|
|
Long-term
|
Moody’s
|
|
P-2
|
|
Baa2
|
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
|
|
$
|
116.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116.1
|
|
Long-term debt
|
|
366.6
|
|
*
|
15.5
|
|
|
1,115.3
|
|
|
2,619.7
|
|
|
$
|
4,117.1
|
|
||||
Interest payments on long-term debt
|
|
209.2
|
|
|
414.3
|
|
|
331.6
|
|
|
1,463.8
|
|
|
2,418.9
|
|
|||||
Purchase obligations
|
|
795.1
|
|
|
36.2
|
|
|
—
|
|
|
—
|
|
|
831.3
|
|
|||||
Operating leases
|
|
114.8
|
|
|
161.4
|
|
|
88.2
|
|
|
59.4
|
|
|
423.8
|
|
|||||
Total contractual cash obligations
|
|
$
|
1,601.6
|
|
|
$
|
627.4
|
|
|
$
|
1,535.1
|
|
|
$
|
4,142.9
|
|
|
$
|
7,907.0
|
|
•
|
Allowance for doubtful accounts – We maintain 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 two step policy that results in the total recorded allowance for doubtful accounts. The first step is to record a portfolio reserve based on the aging of the outstanding accounts receivable portfolio and the Company's historical experience with our end markets, customer base and products. The second step is to create a specific reserve for significant accounts as to which the customer's ability to satisfy their financial obligation to the Company is in doubt due to circumstances such as bankruptcy, deteriorating operating results or financial position. In these circumstances, management uses its judgment to record an allowance based on the best estimate of probable loss, factoring in such considerations as the market value of collateral, if applicable. Actual results could differ from those estimates. These estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the statement of operations in the period that they are determined.
|
•
|
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. Asbestos related defense costs are excluded from the asbestos claims liability and are recorded separately as services are incurred. 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 17 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) the 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. Both the persuasive evidence of a sales arrangement and fixed or determinable price criteria are deemed to be satisfied upon receipt of an executed and legally binding sales agreement or contract that clearly defines the terms and conditions of the transaction including the respective obligations of the parties. If the defined terms and conditions allow variability in all or a component of the price, revenue is not recognized until such time that the price becomes fixed or determinable. At the point of sale, the Company validates that existence of an enforceable claim that requires payment within a reasonable amount of time and assesses the collectability of that claim. If collectability
|
•
|
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 13, 2015
, 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:
|
|
|
2014
|
||||||||||||||
In millions, except per share amounts
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net revenues
|
|
$
|
2,722.9
|
|
|
$
|
3,542.9
|
|
|
$
|
3,385.0
|
|
|
$
|
3,240.5
|
|
Cost of goods sold
|
|
(1,954.8
|
)
|
|
(2,439.9
|
)
|
|
(2,327.0
|
)
|
|
(2,261.1
|
)
|
||||
Operating income
|
|
155.0
|
|
|
463.3
|
|
|
440.0
|
|
|
346.3
|
|
||||
Net earnings
|
|
83.6
|
|
|
310.6
|
|
|
296.2
|
|
|
260.2
|
|
||||
Net earnings attributable to Ingersoll-Rand plc
|
|
79.0
|
|
|
306.0
|
|
|
291.3
|
|
|
255.5
|
|
||||
Earnings per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.28
|
|
|
$
|
1.13
|
|
|
$
|
1.11
|
|
|
$
|
0.96
|
|
Diluted
|
|
$
|
0.28
|
|
|
$
|
1.12
|
|
|
$
|
1.10
|
|
|
$
|
0.95
|
|
|
|
2013
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net revenues
|
|
$
|
2,639.0
|
|
|
$
|
3,398.4
|
|
|
$
|
3,214.2
|
|
|
$
|
3,098.9
|
|
Cost of goods sold
|
|
(1,912.6
|
)
|
|
(2,377.5
|
)
|
|
(2,217.7
|
)
|
|
(2,214.5
|
)
|
||||
Operating income
|
|
120.0
|
|
|
387.5
|
|
|
379.5
|
|
|
218.0
|
|
||||
Net earnings
|
|
94.5
|
|
|
324.7
|
|
|
180.9
|
|
|
53.8
|
|
||||
Net earnings attributable to Ingersoll-Rand plc
|
|
88.0
|
|
|
317.2
|
|
|
165.9
|
|
|
47.7
|
|
||||
Earnings per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.29
|
|
|
$
|
1.07
|
|
|
$
|
0.57
|
|
|
$
|
0.17
|
|
Diluted
|
|
$
|
0.29
|
|
|
$
|
1.05
|
|
|
$
|
0.56
|
|
|
$
|
0.16
|
|
(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
|
(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.
|
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Description
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Method of Filing
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2.1
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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
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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.
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2.2
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Separation and Distribution Agreement, dated as of July 16, 2007, by and between Trane Inc. (formerly American Standard Companies Inc.) and WABCO Holdings Inc.
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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.
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2.3
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Separation and Distribution Agreement between Ingersoll-Rand plc and Allegion plc, dated November 29, 2013.
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Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013.
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3.1
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Memorandum of Association of Ingersoll-Rand plc
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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.
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3.2
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Articles of Association of Ingersoll-Rand plc, as amended and restated on June 6,2013.
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Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on June 10, 2013.
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3.3
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Certificate of Incorporation of Ingersoll-Rand plc
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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.
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Exhibit No.
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Description
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Method of Filing
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The Company and its subsidiaries are parties to several long-term debt instruments under which, in each case, the total amount of securities authorized does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
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Pursuant to paragraph 4 (iii)(A) of Item 601 (b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
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4.1
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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 November 7, 2008)
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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.
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4.2
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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
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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.
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4.3
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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
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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.
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4.4
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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
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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.
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Exhibit No.
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Description
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Method of Filing
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4.5
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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
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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.
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4.6
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Fifth Supplemental Indenture dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand Company, a New Jersey corporation, and Wells Fargo Bank, N.A., as Trustee, to the Indenture dated as of August 12, 2008
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Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on November 26, 2013.
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4.7
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Sixth Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., as guarantors, and Wells Fargo Bank, N.A., as Trustee, to an Indenture, dated as of August 12, 2008.
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Incorporated by reference to Exhibit 4.6 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on November 26, 2013.
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4.8
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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
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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.
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4.9
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Sixth Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Company, as issuer, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company Limited, Ingersoll-Rand Luxembourg Finance S.A., as guarantors, and The Bank of New York Mellon, as Trustee, to an Indenture, dated as of August 1, 1986.
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Incorporated by reference to Exhibit 4.7 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on November 26, 2013.
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Exhibit No.
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Description
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Method of Filing
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4.10
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Indenture, dated as of May 24. 2005, among Ingersoll-Rand Company Limited, Ingersoll-Rand Company and Wells Fargo Bank, N.A., as trustee
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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.
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4.11
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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
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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.
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4.12
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Second Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand Company, a New Jersey corporation, and Wells Fargo Bank, N.A., as Trustee, to the Indenture dated as of May 24, 2005.
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Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on November 26, 2013.
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4.13
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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
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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.
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4.14
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Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee.
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Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
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4.15
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First Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 2.875% Senior Notes due 2019.
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Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
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Exhibit No.
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Description
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Method of Filing
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4.16
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Second Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 4.250% Senior Notes due 2023.
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Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
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4.17
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Third Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 5.750% Senior Notes due 2043.
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Incorporated by reference to Exhibit 4.4 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
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4.18
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Fourth Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand plc, an Irish public limited company, Ingersoll-Rand Company, a New Jersey corporation, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 20, 2013.
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Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on November 26, 2013.
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4.19
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Fifth Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., as guarantors, and The Bank of New York Mellon, as Trustee, to an Indenture, dated as of June 20, 2013.
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Incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
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4.20
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Form of Registration Rights Agreement, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited and the Representatives of the Initial Purchasers named therein.
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Incorporated by reference to Exhibit 4.5 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
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Exhibit No.
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Description
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Method of Filing
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4.21
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Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee.
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Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
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4.22
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First Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 2.625% Senior Notes due 2020.
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Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
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4.23
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Second Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 3.550% Senior Notes due 2024.
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Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
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4.24
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Third Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 4.650% Senior Notes due 2044.
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Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
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4.25
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Form of Ordinary Share Certificate of Ingersoll-Rand plc
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Incorporated by reference to Exhibit 4.6 to the Company’s Form S-3 (File No. 333-161334) filed with the SEC on August 13, 2009.
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10.1
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Form of IR Stock Option Grant Agreement (February 2015)
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Filed herewith.
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Exhibit No.
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Description
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Method of Filing
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10.2
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Form of IR Restricted Stock Unit Grant Agreement (February 2015)
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Filed herewith.
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10.3
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Form of IR Performance Stock Unit Grant Agreement (February 2015)
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Filed herewith.
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10.4
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Credit Agreement dated March 15, 2012 among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., BNP Paribas, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley MUFG Loan Partners, LLC, and Mizuho Corporate Bank, Ltd., as Documentation Agents, and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners; and certain other lending institutions from time to time parties thereto
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Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 21, 2012.
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10.5
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Supplement No. 1, dated as of November 20, 2013, between Ingersoll-Rand Company, a New Jersey Corporation, and JPMorgan Chase Bank, N.A., as Administrative Agent, to the Credit Agreement dated as of March 15, 2012.
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Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on November 26, 2013.
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10.6
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Credit Agreement dated March 20, 2014 among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., BNP Paribas, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Documentation Agents, and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto
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Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 26, 2014.
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Exhibit No.
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Description
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Method of Filing
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10.7
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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
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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.
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10.8
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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
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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.
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10.9
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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
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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.
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10.10
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Tax Matters Agreement between Ingersoll-Rand plc and Allegion plc, dated November 30, 2013
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Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013.
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10.11
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Ingersoll-Rand plc Incentive Stock Plan of 2013
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Incorporated by reference to Exhibit 4.5 to the Company's Form S-8 (File No. 333-189446) filed with the SEC on June 19, 2013.
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10.12
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Ingersoll-Rand plc Incentive Stock Plan of 2007 (amended and restated as of December 1, 2010)
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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.
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10.13
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Ingersoll-Rand plc Incentive Stock Plan of 1998 (amended and restated as of July 1, 2009)
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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.
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10.14
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Ingersoll-Rand Company Incentive Stock Plan of 1995 (amended and restated effective July 1, 2009)
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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.
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10.15
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IR Executive Deferred Compensation Plan (as amended and restated effective July 1, 2009)
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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.
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10.16
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IR Executive Deferred Compensation Plan II (as amended and restated effective July 1, 2009)
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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.
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Exhibit No.
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Description
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Method of Filing
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10.17
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First Amendment to IR Executive Deferred Compensation Plan II (dated December 22, 2009)
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Incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K for the fiscal year ended 2011 (File No. 001-34400) filed with the SEC on February 21, 2012.
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10.18
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Second Amendment to IR Executive Deferred Compensation Plan II (dated December 23, 2010)
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Incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K for the fiscal year ended 2011 (File No. 001-16831) filed with the SEC on February 21, 2012.
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10.19
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IR-plc Director Deferred Compensation and Stock Award Plan (as amended and restated effective July 1, 2009)
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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.
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10.20
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IR-plc Director Deferred Compensation and Stock Award Plan II (as amended and restated effective July 1, 2009)
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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.
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10.21
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Ingersoll-Rand Company Supplemental Employee Savings Plan (amended and restated effective October 1, 2012)
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Incorporated by reference to exhibit 10.23 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
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10.22
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Ingersoll-Rand Company Supplemental Employee Savings Plan II (effective January 1, 2005 and amended and restated through October 1, 2012)
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Incorporated by reference to exhibit 10.24 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
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10.23
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Trane Inc. 2002 Omnibus Incentive Plan (restated to include all amendments through July 1, 2009)
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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.
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10.24
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Trane Inc. Deferred Compensation Plan (as amended and restated as of July 1, 2009, except where otherwise stated)
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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.
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10.25
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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.
|
|
|
|
|
|
|
|
10.26
|
|
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.
|
|
|
|
|
|
|
|
10.27
|
|
Ingersoll-Rand Company Supplemental Pension Plan II (Effective January 1, 2005 and Amended and Restated effective October 1, 2012)
|
|
Incorporated by reference to exhibit 10.31 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.28
|
|
Ingersoll-Rand Company Elected Officers Supplemental Plan II (Effective January 1, 2005 and Amended and Restated effective October 1, 2012)
|
|
Incorporated by reference to exhibit 10.32 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
|
|
|
|
|
|
|
|
10.29
|
|
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. 001-34400) filed with the SEC on February 21, 2012.
|
|
|
|
|
|
|
|
10.3
|
|
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. 001-34400) filed with the SEC on February 21, 2012.
|
|
|
|
|
|
|
|
10.31
|
|
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.
|
|
|
|
|
|
|
|
10.32
|
|
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.
|
|
|
|
|
|
|
|
10.33
|
|
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.
|
|
|
|
|
|
|
|
10.34
|
|
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.
|
|
|
|
|
|
|
|
10.35
|
|
Amended and Restated Major Restructuring Severance Plan (as amended and restated effective December 31, 2014)
|
|
Filed herewith.
|
|
|
|
|
|
|
|
10.36
|
|
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.
|
|
|
|
|
|
|
|
10.37
|
|
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.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.38
|
|
Addendum to Didier Teirlinck Offer Letter, dated December 9, 2013
|
|
Incorporated by reference to exhibit 10.48 to the Company's Form 10-K for the fiscal year ended 2013 (File No. 001-34400) filed with the SEC on February 14, 2014
|
|
|
|
|
|
|
|
10.39
|
|
Michael W. Lamach Letter, dated December 24, 2003
|
|
Incorporated by reference to Exhibit 10.23 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.
|
|
|
|
|
|
|
|
10.40
|
|
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.
|
|
|
|
|
|
|
|
10.41
|
|
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.
|
|
|
|
|
|
|
|
10.42
|
|
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.
|
|
|
|
|
|
|
|
10.43
|
|
Michael W. Lamach Letter, dated December 23, 2012
|
|
Incorporated by reference to exhibit 10.48 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
|
|
|
|
|
|
|
|
10.44
|
|
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.
|
|
|
|
|
|
|
|
10.45
|
|
Addendum to Robert Zafari Offer Letter, dated December 9, 2013
|
|
Incorporated by reference to exhibit 10.55 to the Company's Form 10-K for the fiscal year ended 2013 (File No. 001-34400) filed with the SEC on February 14, 2014.
|
|
|
|
|
|
|
|
10.46
|
|
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.
|
|
|
|
|
|
|
|
10.47
|
|
Robert L. Katz Letter, dated December 20, 2012
|
|
Incorporated by reference to exhibit 10.51 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.48
|
|
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.
|
|
|
|
|
|
|
|
10.49
|
|
Marcia J. Avedon Letter, dated December 20, 2012
|
|
Incorporated by reference to exhibit 10.53 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
|
|
|
|
|
|
|
|
10.50
|
|
Susan K. Carter Employment Agreement, dated as of August 19, 2013
|
|
Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on October 2, 2013.
|
|
|
|
|
|
|
|
10.51
|
|
Employee Matters Agreement between Ingersoll-Rand plc and Allegion plc, dated November 30, 2013.
|
|
Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013.
|
|
|
|
|
|
|
|
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, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
|
Furnished herewith.
|
|
By:
|
|
/s/ Michael W. Lamach
|
|
|
Michael W. Lamach
|
|
|
Chief Executive Officer
|
Date:
|
|
February 13, 2015
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael W. Lamach
|
|
Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
|
|
February 13, 2015
|
(Michael W. Lamach)
|
|
|
|
|
|
|
|
|
|
/s/ Susan K. Carter
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 13, 2015
|
(Susan K. Carter)
|
|
|
|
|
|
|
|
|
|
/s/ Richard J. Weller
|
|
Vice President and Controller (Principal Accounting Officer)
|
|
February 13, 2015
|
(Richard J. Weller)
|
|
|
|
|
|
|
|
|
|
/s/ Ann C. Berzin
|
|
Director
|
|
February 13, 2015
|
(Ann C. Berzin)
|
|
|
|
|
|
|
|
|
|
/s/ John Bruton
|
|
Director
|
|
February 13, 2015
|
(John Bruton)
|
|
|
|
|
|
|
|
|
|
/s/ Jared L. Cohon
|
|
Director
|
|
February 13, 2015
|
(Jared L. Cohon)
|
|
|
|
|
|
|
|
|
|
/s/ Gary D. Forsee
|
|
Director
|
|
February 13, 2015
|
(Gary D. Forsee)
|
|
|
|
|
|
|
|
|
|
/s/ Edward E. Hagenlocker
|
|
Director
|
|
February 13, 2015
|
(Edward E. Hagenlocker)
|
|
|
|
|
|
|
|
|
|
/s/ Constance J. Horner
|
|
Director
|
|
February 13, 2015
|
(Constance J. Horner)
|
|
|
|
|
|
|
|
|
|
/s/ Myles P. Lee
|
|
Director
|
|
February 13, 2015
|
(Myles P. Lee)
|
|
|
|
|
|
|
|
|
|
/s/ Theodore E. Martin
|
|
Director
|
|
February 13, 2015
|
(Theodore E. Martin)
|
|
|
|
|
|
|
|
|
|
/s/ John P. Surma
|
|
Director
|
|
February 13, 2015
|
(John P. Surma)
|
|
|
|
|
|
|
|
|
|
/s/ Richard J. Swift
|
|
Director
|
|
February 13, 2015
|
(Richard J. Swift)
|
|
|
|
|
|
|
|
|
|
/s/ Tony L. White
|
|
Director
|
|
February 13, 2015
|
(Tony L. White)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ingersoll-Rand plc
Consolidated Statements of Comprehensive Income
In millions, except per share amounts
|
||||||||||||
For the years ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenues
|
|
$
|
12,891.4
|
|
|
$
|
12,350.5
|
|
|
$
|
11,988.3
|
|
Cost of goods sold
|
|
(8,982.8
|
)
|
|
(8,722.3
|
)
|
|
(8,533.5
|
)
|
|||
Selling and administrative expenses
|
|
(2,503.9
|
)
|
|
(2,523.2
|
)
|
|
(2,382.9
|
)
|
|||
Operating income
|
|
1,404.7
|
|
|
1,105.0
|
|
|
1,071.9
|
|
|||
Interest expense
|
|
(225.3
|
)
|
|
(278.8
|
)
|
|
(252.0
|
)
|
|||
Other, net
|
|
30.0
|
|
|
3.4
|
|
|
28.1
|
|
|||
Earnings before income taxes
|
|
1,209.4
|
|
|
829.6
|
|
|
848.0
|
|
|||
Provision for income taxes
|
|
(293.7
|
)
|
|
(189.0
|
)
|
|
(56.0
|
)
|
|||
Earnings from continuing operations
|
|
915.7
|
|
|
640.6
|
|
|
792.0
|
|
|||
Discontinued operations, net of tax
|
|
34.7
|
|
|
13.3
|
|
|
252.0
|
|
|||
Net earnings
|
|
950.4
|
|
|
653.9
|
|
|
1,044.0
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
|
(18.7
|
)
|
|
(35.1
|
)
|
|
(25.4
|
)
|
|||
Net earnings attributable to Ingersoll-Rand plc
|
|
$
|
931.7
|
|
|
$
|
618.8
|
|
|
$
|
1,018.6
|
|
Amounts attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
897.0
|
|
|
$
|
620.1
|
|
|
$
|
772.4
|
|
Discontinued operations
|
|
34.7
|
|
|
(1.3
|
)
|
|
246.2
|
|
|||
Net earnings
|
|
$
|
931.7
|
|
|
$
|
618.8
|
|
|
$
|
1,018.6
|
|
Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
3.32
|
|
|
$
|
2.11
|
|
|
$
|
2.54
|
|
Discontinued operations
|
|
0.12
|
|
|
—
|
|
|
0.81
|
|
|||
Net earnings
|
|
$
|
3.44
|
|
|
$
|
2.11
|
|
|
$
|
3.35
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
3.27
|
|
|
$
|
2.08
|
|
|
$
|
2.49
|
|
Discontinued operations
|
|
0.13
|
|
|
(0.01
|
)
|
|
0.79
|
|
|||
Net earnings
|
|
$
|
3.40
|
|
|
$
|
2.07
|
|
|
$
|
3.28
|
|
Ingersoll-Rand plc
Consolidated Statements of Comprehensive Income (continued)
In millions, except per share amounts
|
||||||||||||
For the years ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net earnings
|
|
$
|
950.4
|
|
|
$
|
653.9
|
|
|
$
|
1,044.0
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Currency translation
|
|
(450.2
|
)
|
|
15.0
|
|
|
85.5
|
|
|||
Cash flow hedges
|
|
|
|
|
|
|
||||||
Unrealized net gains (losses) arising during period
|
|
(3.1
|
)
|
|
7.8
|
|
|
(0.7
|
)
|
|||
Net (gains) losses reclassified into earnings
|
|
5.7
|
|
|
12.1
|
|
|
2.8
|
|
|||
Tax (expense) benefit
|
|
0.1
|
|
|
(0.2
|
)
|
|
1.0
|
|
|||
Total cash flow hedges, net of tax
|
|
2.7
|
|
|
19.7
|
|
|
3.1
|
|
|||
Pension and OPEB adjustments:
|
|
|
|
|
|
|
||||||
Prior service gains (costs) for the period
|
|
(9.2
|
)
|
|
(1.2
|
)
|
|
58.8
|
|
|||
Net actuarial gains (losses) for the period
|
|
(220.9
|
)
|
|
358.9
|
|
|
(185.0
|
)
|
|||
Amortization reclassified into earnings
|
|
31.6
|
|
|
63.9
|
|
|
62.7
|
|
|||
Settlements/curtailments reclassified to earnings
|
|
7.1
|
|
|
0.7
|
|
|
4.9
|
|
|||
Currency translation and other
|
|
16.1
|
|
|
(5.4
|
)
|
|
(9.6
|
)
|
|||
Tax (expense) benefit
|
|
73.0
|
|
|
(153.6
|
)
|
|
(0.2
|
)
|
|||
Total pension and OPEB adjustments, net of tax
|
|
(102.3
|
)
|
|
263.3
|
|
|
(68.4
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
(549.8
|
)
|
|
298.0
|
|
|
20.2
|
|
|||
Comprehensive income (loss), net of tax
|
|
$
|
400.6
|
|
|
$
|
951.9
|
|
|
$
|
1,064.2
|
|
Less: Comprehensive (income) loss attributable to noncontrolling interests
|
|
(16.5
|
)
|
|
(38.4
|
)
|
|
(13.0
|
)
|
|||
Comprehensive income (loss) attributable to Ingersoll-Rand plc
|
|
$
|
384.1
|
|
|
$
|
913.5
|
|
|
$
|
1,051.2
|
|
December 31,
|
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,705.2
|
|
|
$
|
1,937.2
|
|
Accounts and notes receivable, net
|
|
2,119.0
|
|
|
2,071.5
|
|
||
Inventories
|
|
1,358.9
|
|
|
1,166.1
|
|
||
Deferred taxes and current tax receivable
|
|
299.8
|
|
|
359.5
|
|
||
Other current assets
|
|
225.0
|
|
|
182.4
|
|
||
Total current assets
|
|
5,707.9
|
|
|
5,716.7
|
|
||
Property, plant and equipment, net
|
|
1,477.0
|
|
|
1,468.4
|
|
||
Goodwill
|
|
5,389.8
|
|
|
5,540.6
|
|
||
Intangible assets, net
|
|
3,783.9
|
|
|
3,922.0
|
|
||
Other noncurrent assets
|
|
939.9
|
|
|
1,010.4
|
|
||
Total assets
|
|
$
|
17,298.5
|
|
|
$
|
17,658.1
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,290.0
|
|
|
$
|
1,163.0
|
|
Accrued compensation and benefits
|
|
471.5
|
|
|
505.2
|
|
||
Accrued expenses and other current liabilities
|
|
1,421.9
|
|
|
1,372.7
|
|
||
Short-term borrowings and current maturities of long-term debt
|
|
482.7
|
|
|
367.7
|
|
||
Total current liabilities
|
|
3,666.1
|
|
|
3,408.6
|
|
||
Long-term debt
|
|
3,741.7
|
|
|
3,153.5
|
|
||
Postemployment and other benefit liabilities
|
|
1,438.0
|
|
|
1,287.8
|
|
||
Deferred and noncurrent income taxes
|
|
1,174.3
|
|
|
1,335.8
|
|
||
Other noncurrent liabilities
|
|
1,233.0
|
|
|
1,341.1
|
|
||
Total liabilities
|
|
11,253.1
|
|
|
10,526.8
|
|
||
Equity:
|
|
|
|
|
||||
Ingersoll-Rand plc shareholders’ equity
|
|
|
|
|
||||
Ordinary shares, $1 par value (266,271,978 and 282,700,041 shares issued at December 31, 2014 and 2013, respectively)
|
|
266.3
|
|
|
282.7
|
|
||
Ordinary shares held in treasury, at cost (3,372,657 and 21,137 shares at December 31, 2014 and 2013, respectively)
|
|
(202.5
|
)
|
|
(0.8
|
)
|
||
Capital in excess of par value
|
|
97.1
|
|
|
159.2
|
|
||
Retained earnings
|
|
6,540.8
|
|
|
6,794.5
|
|
||
Accumulated other comprehensive income (loss)
|
|
(714.3
|
)
|
|
(166.7
|
)
|
||
Total Ingersoll-Rand plc shareholders’ equity
|
|
5,987.4
|
|
|
7,068.9
|
|
||
Noncontrolling interest
|
|
58.0
|
|
|
62.4
|
|
||
Total equity
|
|
6,045.4
|
|
|
7,131.3
|
|
||
Total liabilities and equity
|
|
$
|
17,298.5
|
|
|
$
|
17,658.1
|
|
Ingersoll-Rand plc
Consolidated Statements of Equity
|
|||||||||||||||||||||||||||||||
|
|
|
|
Ingersoll-Rand plc shareholders’ equity
|
|
|
|||||||||||||||||||||||||
In millions, except per share amounts
|
|
Total
equity
|
|
Ordinary shares
|
|
Ordinary shares held in treasury, at cost
|
|
Capital in
excess of
par value
|
|
Retained
earnings
|
|
Accumulated other
comprehensive
income (loss)
|
|
Noncontrolling Interest
|
|||||||||||||||||
|
|
Amount
|
|
Shares
|
|
|
|
|
|
||||||||||||||||||||||
Balance at December 31, 2011
|
|
$
|
7,012.4
|
|
|
$
|
297.1
|
|
|
297.1
|
|
|
$
|
(0.8
|
)
|
|
$
|
1,633.8
|
|
|
$
|
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
|
|
|
$
|
(0.8
|
)
|
|
$
|
1,015.3
|
|
|
$
|
6,358.7
|
|
|
$
|
(521.0
|
)
|
|
$
|
81.5
|
|
Net earnings
|
|
653.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
618.8
|
|
|
—
|
|
|
35.1
|
|
|||||||
Other comprehensive income (loss)
|
|
298.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294.7
|
|
|
3.3
|
|
|||||||
Shares issued under incentive stock plans
|
|
272.5
|
|
|
7.9
|
|
|
7.9
|
|
|
—
|
|
|
264.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of ordinary shares
|
|
(1,213.2
|
)
|
|
(20.8
|
)
|
|
(20.8
|
)
|
|
—
|
|
|
(1,192.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
71.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends declared to noncontrolling interest
|
|
(17.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.6
|
)
|
|||||||
Cash dividends declared ($0.63 per share)
|
|
(183.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(183.4
|
)
|
|
—
|
|
|
—
|
|
|||||||
Distribution of Allegion
|
|
18.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
59.1
|
|
|
(41.1
|
)
|
|||||||
Other
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
0.5
|
|
|
1.2
|
|
|||||||
Balance at December 31, 2013
|
|
$
|
7,131.3
|
|
|
$
|
282.7
|
|
|
282.7
|
|
|
$
|
(0.8
|
)
|
|
$
|
159.2
|
|
|
$
|
6,794.5
|
|
|
$
|
(166.7
|
)
|
|
$
|
62.4
|
|
Net earnings
|
|
950.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
931.7
|
|
|
—
|
|
|
18.7
|
|
|||||||
Other comprehensive income (loss)
|
|
(549.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(547.6
|
)
|
|
(2.2
|
)
|
|||||||
Shares issued under incentive stock plans
|
|
113.1
|
|
|
3.2
|
|
|
3.2
|
|
|
—
|
|
|
109.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of ordinary shares
|
|
(1,374.9
|
)
|
|
(19.6
|
)
|
|
(19.6
|
)
|
|
(202.0
|
)
|
|
(235.5
|
)
|
|
(917.8
|
)
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
63.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends declared to noncontrolling interest
|
|
(20.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.9
|
)
|
|||||||
Cash dividends declared ($1.00 per share)
|
|
(267.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(267.6
|
)
|
|
—
|
|
|
—
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2014
|
|
$
|
6,045.4
|
|
|
$
|
266.3
|
|
|
266.3
|
|
|
$
|
(202.5
|
)
|
|
$
|
97.1
|
|
|
$
|
6,540.8
|
|
|
$
|
(714.3
|
)
|
|
$
|
58.0
|
|
Ingersoll-Rand plc
Consolidated Statements of Cash Flows
In millions
|
||||||||||||
For the years ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
950.4
|
|
|
$
|
653.9
|
|
|
$
|
1,044.0
|
|
(Income) loss from discontinued operations, net of tax
|
|
(34.7
|
)
|
|
(13.3
|
)
|
|
(252.0
|
)
|
|||
Adjustments to arrive at net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
332.4
|
|
|
333.7
|
|
|
333.8
|
|
|||
Other items
|
|
(35.1
|
)
|
|
226.1
|
|
|
140.9
|
|
|||
Changes in other assets and liabilities
|
|
|
|
|
|
|
||||||
(Increase) decrease in:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
(119.9
|
)
|
|
(214.3
|
)
|
|
(34.2
|
)
|
|||
Inventories
|
|
(230.0
|
)
|
|
(39.4
|
)
|
|
(25.3
|
)
|
|||
Other current and noncurrent assets
|
|
83.0
|
|
|
68.3
|
|
|
(68.7
|
)
|
|||
Increase (decrease) in:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
157.2
|
|
|
141.0
|
|
|
(12.5
|
)
|
|||
Other current and noncurrent liabilities
|
|
(111.6
|
)
|
|
(357.2
|
)
|
|
(243.5
|
)
|
|||
Net cash (used in) provided by continuing operating activities
|
|
991.7
|
|
|
798.8
|
|
|
882.5
|
|
|||
Net cash (used in) provided by discontinued operating activities
|
|
(18.5
|
)
|
|
292.7
|
|
|
312.9
|
|
|||
Net cash provided by (used in) operating activities
|
|
973.2
|
|
|
1,091.5
|
|
|
1,195.4
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(233.5
|
)
|
|
(242.2
|
)
|
|
(243.1
|
)
|
|||
Acquisition of businesses, net of cash acquired and liabilities assumed
|
|
(10.2
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of property, plant and equipment
|
|
14.4
|
|
|
24.3
|
|
|
17.9
|
|
|||
Proceeds from business dispositions, net of cash sold
|
|
2.0
|
|
|
4.7
|
|
|
52.7
|
|
|||
Dividends received from equity investments
|
|
30.3
|
|
|
—
|
|
|
44.3
|
|
|||
Net cash (used in) provided by continuing investing activities
|
|
(197.0
|
)
|
|
(213.2
|
)
|
|
(128.2
|
)
|
|||
Net cash (used in) provided by discontinued investing activities
|
|
—
|
|
|
(2.2
|
)
|
|
(18.3
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
(197.0
|
)
|
|
(215.4
|
)
|
|
(146.5
|
)
|
Ingersoll-Rand plc
Consolidated Statements of Cash Flows - (Continued)
In millions
|
||||||||||||
For the years ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Other short-term borrowings, net
|
|
99.6
|
|
|
8.9
|
|
|
5.5
|
|
|||
Proceeds from long-term debt
|
|
1,108.6
|
|
|
1,547.8
|
|
|
—
|
|
|||
Payments of long-term debt
|
|
(508.0
|
)
|
|
(1,265.0
|
)
|
|
(418.9
|
)
|
|||
Net proceeds (repayments) in debt
|
|
700.2
|
|
|
291.7
|
|
|
(413.4
|
)
|
|||
Debt issuance costs
|
|
(12.3
|
)
|
|
(13.2
|
)
|
|
(2.5
|
)
|
|||
Dividends paid to ordinary shareholders
|
|
(264.7
|
)
|
|
(245.5
|
)
|
|
(192.4
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
(20.9
|
)
|
|
(12.4
|
)
|
|
(13.9
|
)
|
|||
Proceeds from shares issued under incentive plans
|
|
113.1
|
|
|
272.5
|
|
|
172.5
|
|
|||
Repurchase of ordinary shares
|
|
(1,374.9
|
)
|
|
(1,213.2
|
)
|
|
(839.8
|
)
|
|||
Transfer from Allegion
|
|
—
|
|
|
1,274.2
|
|
|
—
|
|
|||
Other, net
|
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
|||
Net cash (used in) provided by continuing financing activities
|
|
(859.5
|
)
|
|
354.1
|
|
|
(1,295.7
|
)
|
|||
Net cash (used in) provided by discontinued financing activities
|
|
—
|
|
|
(7.5
|
)
|
|
(8.2
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(859.5
|
)
|
|
346.6
|
|
|
(1,303.9
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(148.7
|
)
|
|
6.1
|
|
|
(23.6
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(232.0
|
)
|
|
1,228.8
|
|
|
(278.6
|
)
|
|||
Cash and cash equivalents – beginning of period
|
|
1,937.2
|
|
|
708.4
|
|
|
987.0
|
|
|||
Cash and cash equivalents – end of period
|
|
$
|
1,705.2
|
|
|
$
|
1,937.2
|
|
|
$
|
708.4
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Interest, net of amounts capitalized
|
|
$
|
193.5
|
|
|
$
|
238.3
|
|
|
$
|
223.7
|
|
Income taxes, net of refunds
|
|
$
|
159.8
|
|
|
$
|
162.3
|
|
|
$
|
251.3
|
|
Buildings
|
10
|
to
|
50
|
years
|
Machinery and equipment
|
2
|
to
|
12
|
years
|
Software
|
2
|
to
|
7
|
years
|
Customer relationships
|
20
|
years
|
Completed technology/patents
|
10
|
years
|
Other
|
20
|
years
|
In millions
|
|
2014
|
|
2013
|
||||
Raw materials
|
|
$
|
487.9
|
|
|
$
|
378.0
|
|
Work-in-process
|
|
118.2
|
|
|
100.7
|
|
||
Finished goods
|
|
823.1
|
|
|
760.2
|
|
||
|
|
1,429.2
|
|
|
1,238.9
|
|
||
LIFO reserve
|
|
(70.3
|
)
|
|
(72.8
|
)
|
||
Total
|
|
$
|
1,358.9
|
|
|
$
|
1,166.1
|
|
In millions
|
|
2014
|
|
2013
|
||||
Land
|
|
$
|
62.9
|
|
|
$
|
64.2
|
|
Buildings
|
|
674.8
|
|
|
654.8
|
|
||
Machinery and equipment
|
|
1,647.8
|
|
|
1,612.0
|
|
||
Software
|
|
618.7
|
|
|
511.3
|
|
||
|
|
3,004.2
|
|
|
2,842.3
|
|
||
Accumulated depreciation
|
|
(1,527.2
|
)
|
|
(1,373.9
|
)
|
||
Total
|
|
$
|
1,477.0
|
|
|
$
|
1,468.4
|
|
In millions
|
|
Climate
|
|
Industrial
|
|
Total
|
||||||
December 31, 2012 (gross)
|
|
$
|
7,619.9
|
|
|
$
|
368.7
|
|
|
$
|
7,988.6
|
|
Acquisitions and adjustments
|
|
(1.1
|
)
|
|
1.1
|
|
|
—
|
|
|||
Currency translation
|
|
44.8
|
|
|
3.2
|
|
|
48.0
|
|
|||
December 31, 2013 (gross)
|
|
7,663.6
|
|
|
373.0
|
|
|
8,036.6
|
|
|||
Acquisitions and adjustments *
|
|
13.8
|
|
|
2.7
|
|
|
16.5
|
|
|||
Currency translation
|
|
(158.5
|
)
|
|
(8.8
|
)
|
|
(167.3
|
)
|
|||
December 31, 2014 (gross)
|
|
7,518.9
|
|
|
366.9
|
|
|
7,885.8
|
|
|||
Accumulated impairment **
|
|
(2,496.0
|
)
|
|
—
|
|
|
(2,496.0
|
)
|
|||
Goodwill (net)
|
|
$
|
5,022.9
|
|
|
$
|
366.9
|
|
|
$
|
5,389.8
|
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
In millions
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||||||||
Completed technologies/patents
|
|
$
|
172.2
|
|
|
$
|
(146.8
|
)
|
|
$
|
25.4
|
|
|
$
|
174.1
|
|
|
$
|
(128.7
|
)
|
|
$
|
45.4
|
|
Customer relationships
|
|
1,850.6
|
|
|
(699.8
|
)
|
|
1,150.8
|
|
|
1,865.9
|
|
|
(599.5
|
)
|
|
1,266.4
|
|
||||||
Other
|
|
55.9
|
|
|
(50.2
|
)
|
|
5.7
|
|
|
60.4
|
|
|
(52.2
|
)
|
|
8.2
|
|
||||||
Total finite-lived intangible assets
|
|
2,078.7
|
|
|
$
|
(896.8
|
)
|
|
1,181.9
|
|
|
2,100.4
|
|
|
$
|
(780.4
|
)
|
|
1,320.0
|
|
||||
Trademarks (indefinite-lived)
|
|
2,602.0
|
|
|
|
|
2,602.0
|
|
|
2,602.0
|
|
|
|
|
2,602.0
|
|
||||||||
Total
|
|
$
|
4,680.7
|
|
|
|
|
$
|
3,783.9
|
|
|
$
|
4,702.4
|
|
|
|
|
$
|
3,922.0
|
|
In millions
|
|
2014
|
|
2013
|
||||
Debentures with put feature
|
|
$
|
343.0
|
|
|
$
|
343.0
|
|
Other current maturities of long-term debt
|
|
23.6
|
|
|
8.0
|
|
||
Short-term borrowings
|
|
116.1
|
|
|
16.7
|
|
||
Total
|
|
$
|
482.7
|
|
|
$
|
367.7
|
|
In millions
|
|
2014
|
|
2013
|
||||
5.500% Senior notes due 2015
|
|
$
|
—
|
|
|
$
|
198.1
|
|
4.750% Senior notes due 2015
|
|
—
|
|
|
299.8
|
|
||
6.875% Senior notes due 2018
|
|
749.6
|
|
|
749.5
|
|
||
2.875% Senior notes due 2019
|
|
349.6
|
|
|
349.5
|
|
||
2.625% Senior notes due 2020
|
|
299.8
|
|
|
—
|
|
||
9.000% Debentures due 2021
|
|
125.0
|
|
|
125.0
|
|
||
4.250% Senior notes due 2023
|
|
698.9
|
|
|
698.8
|
|
||
7.200% Debentures due 2014-2025
|
|
75.0
|
|
|
82.5
|
|
||
3.550% Senior notes due 2024
|
|
497.2
|
|
|
—
|
|
||
6.48% Debentures due 2025
|
|
149.7
|
|
|
149.7
|
|
||
5.750% Senior notes due 2043
|
|
498.0
|
|
|
498.0
|
|
||
4.650% Senior notes due 2044
|
|
298.2
|
|
|
—
|
|
||
Other loans and notes, at end-of-year average interest rates of 1.08% in 2014 and
3.01% in 2013, maturing in various amounts to 2019
|
|
0.7
|
|
|
2.6
|
|
||
Total
|
|
$
|
3,741.7
|
|
|
$
|
3,153.5
|
|
In millions
|
|
||
2015
|
$
|
366.6
|
|
2016
|
7.8
|
|
|
2017
|
7.7
|
|
|
2018
|
757.3
|
|
|
2019
|
357.2
|
|
|
Thereafter
|
2,611.7
|
|
|
Total
|
$
|
4,108.3
|
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||
In millions
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
3.2
|
|
|
$
|
3.4
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
1.3
|
|
|
3.1
|
|
|
10.1
|
|
|
13.6
|
|
||||
Total derivatives
|
|
$
|
1.6
|
|
|
$
|
3.2
|
|
|
$
|
13.3
|
|
|
$
|
17.0
|
|
|
|
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
|
|
2014
|
|
2013
|
|
2012
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||
Currency derivatives - continuing
|
|
$
|
(3.0
|
)
|
|
$
|
(9.8
|
)
|
|
$
|
(6.1
|
)
|
|
Cost of goods sold
|
|
$
|
(3.4
|
)
|
|
$
|
(10.8
|
)
|
|
$
|
0.4
|
|
Currency derivatives - discontinued
|
|
—
|
|
|
2.0
|
|
|
(1.1
|
)
|
|
Discontinued operations
|
|
—
|
|
|
1.1
|
|
|
(0.2
|
)
|
||||||
Interest rate swaps & locks
|
|
(0.1
|
)
|
|
10.5
|
|
|
—
|
|
|
Interest expense
|
|
(2.3
|
)
|
|
(2.4
|
)
|
|
(3.0
|
)
|
||||||
Total
|
|
$
|
(3.1
|
)
|
|
$
|
2.7
|
|
|
$
|
(7.2
|
)
|
|
|
|
$
|
(5.7
|
)
|
|
$
|
(12.1
|
)
|
|
$
|
(2.8
|
)
|
In millions
|
|
Location of gain (loss) recognized in Net earnings
|
|
Amount of gain (loss) recognized in Net earnings
|
||||||||||
2014
|
|
2013
|
|
2012
|
||||||||||
Currency derivatives
|
|
Other, net
|
|
$
|
(31.5
|
)
|
|
$
|
(42.2
|
)
|
|
$
|
28.5
|
|
Total
|
|
|
|
$
|
(31.5
|
)
|
|
$
|
(42.2
|
)
|
|
$
|
28.5
|
|
In millions
|
|
2014
|
|
2013
|
||||
Change in benefit obligations:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
3,333.2
|
|
|
$
|
4,228.6
|
|
Service cost
|
|
68.7
|
|
|
88.5
|
|
||
Interest cost
|
|
147.2
|
|
|
156.9
|
|
||
Employee contributions
|
|
1.2
|
|
|
1.5
|
|
||
Amendments
|
|
9.2
|
|
|
1.2
|
|
||
Actuarial (gains) losses
|
|
448.3
|
|
|
(314.4
|
)
|
||
Benefits paid
|
|
(215.3
|
)
|
|
(211.6
|
)
|
||
Currency translation
|
|
(57.8
|
)
|
|
19.5
|
|
||
Curtailments and settlements
|
|
(4.1
|
)
|
|
(3.7
|
)
|
||
Impact of spin-off
|
|
—
|
|
|
(631.1
|
)
|
||
Other, including expenses paid
|
|
(11.0
|
)
|
|
(2.2
|
)
|
||
Benefit obligation at end of year
|
|
$
|
3,719.6
|
|
|
$
|
3,333.2
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value at beginning of year
|
|
$
|
2,779.2
|
|
|
$
|
3,310.2
|
|
Actual return on assets
|
|
395.2
|
|
|
98.9
|
|
||
Company contributions
|
|
116.5
|
|
|
109.7
|
|
||
Employee contributions
|
|
1.2
|
|
|
1.5
|
|
||
Benefits paid
|
|
(215.3
|
)
|
|
(211.6
|
)
|
||
Currency translation
|
|
(43.1
|
)
|
|
17.7
|
|
||
Settlements
|
|
(4.1
|
)
|
|
(1.6
|
)
|
||
Impact of spin-off
|
|
—
|
|
|
(543.5
|
)
|
||
Other, including expenses paid
|
|
(11.0
|
)
|
|
(2.1
|
)
|
||
Fair value of assets end of year
|
|
$
|
3,018.6
|
|
|
$
|
2,779.2
|
|
Net unfunded liability
|
|
$
|
(701.0
|
)
|
|
$
|
(554.0
|
)
|
Amounts included in the balance sheet:
|
|
|
|
|
||||
Other noncurrent assets
|
|
$
|
11.5
|
|
|
$
|
4.3
|
|
Accrued compensation and benefits
|
|
(11.3
|
)
|
|
(30.8
|
)
|
||
Postemployment and other benefit liabilities
|
|
(701.2
|
)
|
|
(527.5
|
)
|
||
Net amount recognized
|
|
$
|
(701.0
|
)
|
|
$
|
(554.0
|
)
|
In millions
|
|
Prior service cost
|
|
Net actuarial losses
|
|
Total
|
||||||
December 31, 2013
|
|
$
|
(17.7
|
)
|
|
$
|
(849.1
|
)
|
|
$
|
(866.8
|
)
|
Current year changes recorded to Accumulated other comprehensive income (loss)
|
|
(9.2
|
)
|
|
(209.2
|
)
|
|
(218.4
|
)
|
|||
Amortization reclassified to earnings
|
|
4.4
|
|
|
36.1
|
|
|
40.5
|
|
|||
Settlements/curtailments reclassified to earnings
|
|
—
|
|
|
7.1
|
|
|
7.1
|
|
|||
Currency translation and other
|
|
0.2
|
|
|
15.7
|
|
|
15.9
|
|
|||
December 31, 2014
|
|
$
|
(22.3
|
)
|
|
$
|
(999.4
|
)
|
|
$
|
(1,021.7
|
)
|
|
|
2014
|
|
2013
|
||
Discount rate:
|
|
|
|
|
||
U.S. plans
|
|
3.75
|
%
|
|
4.75
|
%
|
Non-U.S. plans
|
|
3.25
|
%
|
|
4.25
|
%
|
Rate of compensation increase:
|
|
|
|
|
||
U.S. plans
|
|
4.00
|
%
|
|
4.00
|
%
|
Non-U.S. plans
|
|
4.00
|
%
|
|
4.25
|
%
|
In millions
|
|
||
2015
|
$
|
207.8
|
|
2016
|
208.4
|
|
|
2017
|
212.4
|
|
|
2018
|
222.2
|
|
|
2019
|
222.4
|
|
|
2020 — 2024
|
1,164.6
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Service cost
|
|
$
|
68.7
|
|
|
$
|
88.5
|
|
|
$
|
96.8
|
|
Interest cost
|
|
147.2
|
|
|
156.9
|
|
|
163.6
|
|
|||
Expected return on plan assets
|
|
(156.1
|
)
|
|
(166.3
|
)
|
|
(173.6
|
)
|
|||
Net amortization of:
|
|
|
|
|
|
|
||||||
Prior service costs
|
|
4.4
|
|
|
4.7
|
|
|
5.1
|
|
|||
Plan net actuarial losses
|
|
36.1
|
|
|
63.0
|
|
|
60.6
|
|
|||
Net periodic pension benefit cost
|
|
100.3
|
|
|
146.8
|
|
|
152.5
|
|
|||
Net curtailment and settlement (gains) losses
|
|
7.1
|
|
|
0.7
|
|
|
4.9
|
|
|||
Net periodic pension benefit cost after net curtailment and settlement (gains) losses
|
|
$
|
107.4
|
|
|
$
|
147.5
|
|
|
$
|
157.4
|
|
Amounts recorded in continuing operations
|
|
$
|
100.2
|
|
|
$
|
119.2
|
|
|
$
|
125.5
|
|
Amounts recorded in discontinued operations
|
|
7.2
|
|
|
28.3
|
|
|
31.9
|
|
|||
Total
|
|
$
|
107.4
|
|
|
$
|
147.5
|
|
|
$
|
157.4
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Discount rate:
|
|
|
|
|
|
|
|||
U.S. plans
|
|
|
|
|
|
|
|||
For the period January 1 to June 7
|
|
4.75
|
%
|
|
3.75
|
%
|
|
4.25
|
%
|
For the period June 8 to November 30
|
|
4.75
|
%
|
|
3.75
|
%
|
|
4.00
|
%
|
For the period December 1 to December 31
|
|
4.75
|
%
|
|
4.50
|
%
|
|
4.00
|
%
|
Non-U.S. plans
|
|
4.25
|
%
|
|
4.25
|
%
|
|
5.00
|
%
|
Rate of compensation increase:
|
|
|
|
|
|
|
|||
U.S. plans
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Non-U.S. plans
|
|
4.25
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Expected return on plan assets:
|
|
|
|
|
|
|
|||
U.S. plans
|
|
6.00
|
%
|
|
5.25
|
%
|
|
5.75
|
%
|
Non-U.S. plans
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.75
|
%
|
•
|
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
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Cash and cash equivalents
|
|
$
|
1.3
|
|
|
$
|
27.3
|
|
|
$
|
—
|
|
|
$
|
28.6
|
|
Equity investments:
|
|
|
|
|
|
|
|
|
||||||||
Registered mutual funds – equity specialty
(a)
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
||||
Commingled funds – equity specialty
(a)
|
|
—
|
|
|
834.0
|
|
|
—
|
|
|
834.0
|
|
||||
|
|
6.3
|
|
|
834.0
|
|
|
—
|
|
|
840.3
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
—
|
|
|
784.9
|
|
|
—
|
|
|
784.9
|
|
||||
Corporate and non-U.S. bonds
(b)
|
|
—
|
|
|
823.9
|
|
|
—
|
|
|
823.9
|
|
||||
Asset-backed and mortgage-backed securities
|
|
—
|
|
|
45.3
|
|
|
—
|
|
|
45.3
|
|
||||
Registered mutual funds – fixed income specialty
(c)
|
|
33.0
|
|
|
—
|
|
|
—
|
|
|
33.0
|
|
||||
Commingled funds – fixed income specialty
(c)
|
|
—
|
|
|
354.3
|
|
|
—
|
|
|
354.3
|
|
||||
Other fixed income
(d)
|
|
—
|
|
|
—
|
|
|
23.4
|
|
|
23.4
|
|
||||
|
|
33.0
|
|
|
2,008.4
|
|
|
23.4
|
|
|
2,064.8
|
|
||||
Real estate
(e)
|
|
—
|
|
|
—
|
|
|
16.4
|
|
|
16.4
|
|
||||
Other
(f)
|
|
—
|
|
|
—
|
|
|
62.8
|
|
|
62.8
|
|
||||
Total assets at fair value
|
|
$
|
40.6
|
|
|
$
|
2,869.7
|
|
|
$
|
102.6
|
|
|
$
|
3,012.9
|
|
Receivables and payables, net
|
|
|
|
|
|
|
|
5.7
|
|
|||||||
Net assets available for benefits
|
|
|
|
|
|
|
|
$
|
3,018.6
|
|
(a)
|
This class comprises 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.
|
(e)
|
This class includes private equity funds that invest in real estate, including 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
|
|
$
|
4.1
|
|
|
$
|
37.9
|
|
|
$
|
—
|
|
|
$
|
42.0
|
|
Equity investments:
|
|
|
|
|
|
|
|
|
||||||||
Registered mutual funds – equity specialty
(a)
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
||||
Commingled funds – equity specialty
(a)
|
|
—
|
|
|
826.8
|
|
|
—
|
|
|
826.8
|
|
||||
|
|
6.0
|
|
|
826.8
|
|
|
—
|
|
|
832.8
|
|
||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
—
|
|
|
702.9
|
|
|
—
|
|
|
702.9
|
|
||||
Corporate and non-U.S. bonds
(b)
|
|
—
|
|
|
748.4
|
|
|
—
|
|
|
748.4
|
|
||||
Asset-backed and mortgage-backed securities
|
|
—
|
|
|
59.4
|
|
|
—
|
|
|
59.4
|
|
||||
Registered mutual funds – fixed income specialty
(c)
|
|
32.3
|
|
|
—
|
|
|
—
|
|
|
32.3
|
|
||||
Commingled funds – fixed income specialty
(c)
|
|
—
|
|
|
268.5
|
|
|
—
|
|
|
268.5
|
|
||||
Other fixed income
(d)
|
|
—
|
|
|
—
|
|
|
22.6
|
|
|
22.6
|
|
||||
|
|
32.3
|
|
|
1,779.2
|
|
|
22.6
|
|
|
1,834.1
|
|
||||
Real estate
(e)
|
|
—
|
|
|
—
|
|
|
19.3
|
|
|
19.3
|
|
||||
Other
(f)
|
|
—
|
|
|
—
|
|
|
58.1
|
|
|
58.1
|
|
||||
Total assets at fair value
|
|
$
|
42.4
|
|
|
$
|
2,643.9
|
|
|
$
|
100.0
|
|
|
$
|
2,786.3
|
|
Receivables and payables, net
(g)
|
|
|
|
|
|
|
|
(7.1
|
)
|
|||||||
Net assets available for benefits
|
|
|
|
|
|
|
|
$
|
2,779.2
|
|
(a)
|
This class comprises 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.
|
(e)
|
This class includes private equity funds that invest in real estate, including funds of funds.
|
(f)
|
This investment comprises the Company’s non-significant, non-U.S. pension plan assets. It mostly includes insurance contracts.
|
(g)
|
Includes an estimated
$20.0 million
payable to Allegion in accordance with the terms of the Employee Matters Agreement.
|
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
|
|
2014
|
|
2013
|
|
2012
|
||||||
Total contributions
|
|
$
|
6.3
|
|
|
$
|
5.4
|
|
|
$
|
5.4
|
|
In millions
|
|
2014
|
|
2013
|
||||
Benefit obligation at beginning of year
|
|
$
|
713.3
|
|
|
$
|
851.4
|
|
Service cost
|
|
5.1
|
|
|
6.6
|
|
||
Interest cost
|
|
28.1
|
|
|
26.0
|
|
||
Plan participants’ contributions
|
|
11.4
|
|
|
11.2
|
|
||
Actuarial (gains) losses
|
|
11.7
|
|
|
(109.8
|
)
|
||
Benefits paid, net of Medicare Part D subsidy *
|
|
(67.8
|
)
|
|
(56.4
|
)
|
||
Impact of spin-off
|
|
—
|
|
|
(14.1
|
)
|
||
Other
|
|
(1.1
|
)
|
|
(1.6
|
)
|
||
Benefit obligations at end of year
|
|
$
|
700.7
|
|
|
$
|
713.3
|
|
In millions
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Accrued compensation and benefits
|
|
$
|
(58.5
|
)
|
|
$
|
(65.2
|
)
|
Postemployment and other benefit liabilities
|
|
(642.2
|
)
|
|
(648.1
|
)
|
||
Total
|
|
$
|
(700.7
|
)
|
|
$
|
(713.3
|
)
|
In millions
|
|
Prior service gains
|
|
Net actuarial losses
|
|
Total
|
||||||
Balance at December 31, 2013
|
|
$
|
39.4
|
|
|
$
|
(62.3
|
)
|
|
$
|
(22.9
|
)
|
Gain (loss) in current period
|
|
—
|
|
|
(11.7
|
)
|
|
(11.7
|
)
|
|||
Amortization reclassified to earnings
|
|
(8.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
|||
Currency translation and other
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||
Balance at December 31, 2014
|
|
$
|
30.5
|
|
|
$
|
(73.8
|
)
|
|
$
|
(43.3
|
)
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Service cost
|
|
$
|
5.1
|
|
|
$
|
6.6
|
|
|
$
|
7.3
|
|
Interest cost
|
|
28.1
|
|
|
26.0
|
|
|
30.8
|
|
|||
Net amortization of:
|
|
|
|
|
|
|
||||||
Prior service gains
|
|
(8.9
|
)
|
|
(10.3
|
)
|
|
(10.3
|
)
|
|||
Net actuarial losses
|
|
—
|
|
|
6.5
|
|
|
7.3
|
|
|||
Net periodic postretirement benefit cost
|
|
$
|
24.3
|
|
|
$
|
28.8
|
|
|
$
|
35.1
|
|
Amounts recorded in continuing operations
|
|
$
|
16.2
|
|
|
$
|
19.8
|
|
|
$
|
22.2
|
|
Amounts recorded in discontinued operations
|
|
8.1
|
|
|
9.0
|
|
|
12.9
|
|
|||
Total
|
|
$
|
24.3
|
|
|
$
|
28.8
|
|
|
$
|
35.1
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Discount rate:
|
|
|
|
|
|
|
|||
Benefit obligations at December 31
|
|
3.50
|
%
|
|
4.25
|
%
|
|
3.25
|
%
|
Net periodic benefit cost
|
|
|
|
|
|
|
|||
For the period January 1 to January 31
|
|
4.25
|
%
|
|
3.25
|
%
|
|
4.00
|
%
|
For the period February 1 to November 30
|
|
4.25
|
%
|
|
3.25
|
%
|
|
3.75
|
%
|
For the period November 30 to December 31
|
|
4.25
|
%
|
|
4.00
|
%
|
|
3.75
|
%
|
Assumed health-care cost trend rates at December 31:
|
|
|
|
|
|
|
|||
Current year medical inflation
|
|
7.25
|
%
|
|
7.65
|
%
|
|
8.05
|
%
|
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 of current year benefit cost
|
|
$
|
1.1
|
|
|
$
|
(0.8
|
)
|
Effect on benefit obligation at year-end
|
|
31.8
|
|
|
(27.4
|
)
|
In millions
|
|
||
2015
|
$
|
59.5
|
|
2016
|
58.4
|
|
|
2017
|
57.4
|
|
|
2018
|
55.9
|
|
|
2019
|
53.7
|
|
|
2020 — 2024
|
236.8
|
|
In millions
|
Ordinary shares issued
|
|
Ordinary shares held in treasury
|
||
December 31, 2013
|
282.7
|
|
|
—
|
|
Shares issued under incentive plans
|
3.2
|
|
|
—
|
|
Repurchase of ordinary shares
|
(19.6
|
)
|
|
3.4
|
|
December 31, 2014
|
266.3
|
|
|
3.4
|
|
In millions
|
|
Cash flow hedges
|
|
Pension and OPEB Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
December 31, 2012
|
|
$
|
(1.4
|
)
|
|
$
|
(964.2
|
)
|
|
$
|
444.6
|
|
|
$
|
(521.0
|
)
|
Other comprehensive income (loss) attributable to Ingersoll-Rand plc
|
|
19.7
|
|
|
263.3
|
|
|
11.7
|
|
|
294.7
|
|
||||
Impact of spin-off and other activities
|
|
$
|
(17.9
|
)
|
|
$
|
138.1
|
|
|
$
|
(60.6
|
)
|
|
$
|
59.6
|
|
December 31, 2013
|
|
$
|
0.4
|
|
|
$
|
(562.8
|
)
|
|
$
|
395.7
|
|
|
$
|
(166.7
|
)
|
Other comprehensive income (loss) attributable to Ingersoll-Rand plc
|
|
2.7
|
|
|
(102.3
|
)
|
|
(448.0
|
)
|
|
(547.6
|
)
|
||||
December 31, 2014
|
|
$
|
3.1
|
|
|
$
|
(665.1
|
)
|
|
$
|
(52.3
|
)
|
|
$
|
(714.3
|
)
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Pension and OPEB adjustments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
Currency translation
|
|
(2.2
|
)
|
|
3.3
|
|
|
(11.1
|
)
|
|||
Other comprehensive income (loss) attributable to noncontrolling interests
|
|
$
|
(2.2
|
)
|
|
$
|
3.3
|
|
|
$
|
(12.4
|
)
|
•
|
Stock options and SARs
: Holders of Ingersoll Rand vested stock option and SARs awards received one stock option of Allegion for every three Ingersoll Rand vested and exercisable stock options held. The exercise price for each award was also adjusted to preserve the overall intrinsic value of the awards. Unvested stock options held at the time of the spin-off were converted into stock options of the holder’s employer following the spin-off, with the number of underlying shares and the exercise price adjusted accordingly to preserve the overall intrinsic value of the awards.
|
•
|
Restricted stock units
: Ingersoll Rand restricted stock units were converted into restricted stock units of the holder’s employer following the spin-off with adjustments to the number of underlying shares as appropriate to preserve the intrinsic value of such awards immediately prior to the spin-off.
|
•
|
Performance share units
: Participants with active and outstanding performance share units had the number of units held adjusted for the change in Ingersoll Rand stock price before and after the spin-off. A corresponding adjustment was made to the calculation of earnings per share and total shareholder return to appropriately reflect the spin-off.
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Stock options
|
|
$
|
16.4
|
|
|
$
|
23.0
|
|
|
$
|
5.7
|
|
RSUs
|
|
24.6
|
|
|
29.9
|
|
|
22.0
|
|
|||
PSUs
|
|
24.2
|
|
|
20.2
|
|
|
22.5
|
|
|||
Deferred compensation
|
|
1.9
|
|
|
1.9
|
|
|
0.1
|
|
|||
Other
|
|
0.6
|
|
|
2.9
|
|
|
2.3
|
|
|||
Pre-tax expense
|
|
67.7
|
|
|
77.9
|
|
|
52.6
|
|
|||
Tax benefit
|
|
25.9
|
|
|
29.8
|
|
|
20.1
|
|
|||
After-tax expense
|
|
$
|
41.8
|
|
|
$
|
48.1
|
|
|
$
|
32.5
|
|
Amounts recorded in continuing operations
|
|
$
|
41.8
|
|
|
$
|
43.4
|
|
|
$
|
28.6
|
|
Amounts recorded in discontinued operations
|
|
—
|
|
|
4.7
|
|
|
3.9
|
|
|||
Total
|
|
$
|
41.8
|
|
|
$
|
48.1
|
|
|
$
|
32.5
|
|
|
|
2014
|
|
2013
|
||
Dividend yield
|
|
1.67
|
%
|
|
1.60
|
%
|
Volatility
|
|
31.43
|
%
|
|
42.15
|
%
|
Risk-free rate of return
|
|
1.46
|
%
|
|
0.85
|
%
|
Expected life
|
|
4.9
|
|
|
5.1
|
|
|
|
Shares
subject
to option
|
|
Weighted-
average
exercise price
|
|
Aggregate
intrinsic
value (millions)
|
|
Weighted-
average
remaining life
|
|||||
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
|
|
|
|
|
|
|||
December 31, 2012
|
|
14,090,962
|
|
|
36.47
|
|
|
|
|
|
|||
Granted
|
|
1,341,602
|
|
|
52.71
|
|
|
|
|
|
|||
Exercised
|
|
(6,994,024
|
)
|
|
35.33
|
|
|
|
|
|
|||
Cancelled
|
|
(110,496
|
)
|
|
44.57
|
|
|
|
|
|
|||
Impact of Spin-off
|
|
371,984
|
|
|
****
|
|
|
|
|
|
|||
December 31, 2013
|
|
8,700,028
|
|
|
31.87
|
|
|
|
|
|
|||
Granted
|
|
1,160,057
|
|
|
59.82
|
|
|
|
|
|
|||
Exercised
|
|
(2,253,094
|
)
|
|
31.04
|
|
|
|
|
|
|||
Cancelled
|
|
(104,378
|
)
|
|
47.85
|
|
|
|
|
|
|||
Outstanding December 31, 2014
|
|
7,502,613
|
|
|
$
|
36.21
|
|
|
$
|
203.9
|
|
|
5.5
|
Exercisable December 31, 2014
|
|
5,127,891
|
|
|
$
|
30.47
|
|
|
$
|
168.8
|
|
|
4.3
|
|
|
|
|
|
|
Options outstanding
|
|
Options exercisable
|
||||||||||||||||||
Range of
exercise price
|
|
Number
outstanding at
December 31,
2014
|
|
Weighted-
average
remaining
life
|
|
Weighted-
average
exercise
price
|
|
Number
outstanding at
December 31,
2014
|
|
Weighted-
average
remaining
life
|
|
Weighted-
average
exercise
price
|
||||||||||||||
10.01
|
|
|
—
|
|
20.00
|
|
|
610,934
|
|
|
2.7
|
|
15.03
|
|
|
610,934
|
|
|
2.7
|
|
15.03
|
|
||||
20.01
|
|
|
—
|
|
30.00
|
|
|
1,303,401
|
|
|
4.4
|
|
25.60
|
|
|
1,302,062
|
|
|
4.4
|
|
25.60
|
|
||||
30.01
|
|
|
—
|
|
40.00
|
|
|
3,164,061
|
|
|
4.6
|
|
33.98
|
|
|
2,746,192
|
|
|
4.2
|
|
34.22
|
|
||||
40.01
|
|
|
—
|
|
50.00
|
|
|
1,306,079
|
|
|
7.4
|
|
41.95
|
|
|
460,016
|
|
|
6.3
|
|
41.88
|
|
||||
50.01
|
|
|
—
|
|
60.00
|
|
|
1,118,138
|
|
|
9.1
|
|
59.79
|
|
|
8,687
|
|
|
3.5
|
|
59.83
|
|
||||
$
|
15.03
|
|
|
—
|
|
$
|
59.83
|
|
|
7,502,613
|
|
|
5.5
|
|
$
|
36.21
|
|
|
5,127,891
|
|
|
4.3
|
|
$
|
30.47
|
|
|
|
RSUs
|
|
Weighted-
average grant
date fair value
|
|||
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
|
|
Granted
|
|
685,441
|
|
|
53.78
|
|
|
Vested
|
|
(669,079
|
)
|
|
38.44
|
|
|
Cancelled
|
|
(63,954
|
)
|
|
43.98
|
|
|
Impact of Spin-off
|
|
103,882
|
|
|
****
|
|
|
Outstanding and unvested at December 31, 2013
|
|
1,340,982
|
|
|
$
|
38.49
|
|
Granted
|
|
378,873
|
|
|
59.79
|
|
|
Vested
|
|
(630,185
|
)
|
|
35.73
|
|
|
Cancelled
|
|
(41,921
|
)
|
|
45.14
|
|
|
Outstanding and unvested at December 31, 2014
|
|
1,047,749
|
|
|
$
|
47.60
|
|
|
|
PSUs
|
|
Weighted-average grant date fair value
|
|||
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
|
|
Granted
|
|
580,910
|
|
|
61.24
|
|
|
Vested
|
|
(718,040
|
)
|
|
34.94
|
|
|
Forfeited
|
|
(150,636
|
)
|
|
51.43
|
|
|
Impact of spin-off
|
|
380,780
|
|
|
****
|
|
|
Outstanding and unvested at December 31, 2013
|
|
1,952,650
|
|
|
$
|
39.20
|
|
Granted
|
|
473,988
|
|
|
66.22
|
|
|
Vested
|
|
(604,649
|
)
|
|
27.84
|
|
|
Forfeited
|
|
(36,991
|
)
|
|
44.33
|
|
|
Outstanding and unvested at December 31, 2014
|
|
1,784,998
|
|
|
$
|
50.12
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Climate
|
|
$
|
5.2
|
|
|
$
|
47.5
|
|
|
$
|
12.9
|
|
Industrial
|
|
4.0
|
|
|
14.5
|
|
|
7.6
|
|
|||
Corporate and Other
|
|
3.3
|
|
|
20.3
|
|
|
2.8
|
|
|||
Total
|
|
$
|
12.5
|
|
|
$
|
82.3
|
|
|
$
|
23.3
|
|
Cost of goods sold
|
|
$
|
2.7
|
|
|
$
|
15.2
|
|
|
$
|
10.3
|
|
Selling and administrative expenses
|
|
9.8
|
|
|
67.1
|
|
|
13.0
|
|
|||
Total
|
|
$
|
12.5
|
|
|
$
|
82.3
|
|
|
$
|
23.3
|
|
In millions
|
|
Climate
|
|
Industrial
|
|
Corporate
and Other
|
|
Total
|
||||||||
December 31, 2012
|
|
$
|
4.7
|
|
|
$
|
2.1
|
|
|
$
|
1.9
|
|
|
$
|
8.7
|
|
Additions, net of reversals
|
|
47.5
|
|
|
14.5
|
|
|
20.3
|
|
|
82.3
|
|
||||
Cash paid
|
|
(34.2
|
)
|
|
(7.1
|
)
|
|
(17.2
|
)
|
|
(58.5
|
)
|
||||
December 31, 2013
|
|
18.0
|
|
|
9.5
|
|
|
5.0
|
|
|
32.5
|
|
||||
Additions, net of reversals
|
|
5.2
|
|
|
4.0
|
|
|
3.3
|
|
|
12.5
|
|
||||
Cash paid
|
|
(20.3
|
)
|
|
(12.6
|
)
|
|
(7.7
|
)
|
|
(40.6
|
)
|
||||
December 31, 2014
|
|
$
|
2.9
|
|
|
$
|
0.9
|
|
|
$
|
0.6
|
|
|
$
|
4.4
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest income
|
|
$
|
13.2
|
|
|
$
|
12.8
|
|
|
$
|
16.3
|
|
Exchange gain (loss)
|
|
(0.1
|
)
|
|
(14.0
|
)
|
|
0.2
|
|
|||
Earnings (loss) from equity investments
|
|
7.8
|
|
|
(2.6
|
)
|
|
(5.9
|
)
|
|||
Other
|
|
9.1
|
|
|
7.2
|
|
|
17.5
|
|
|||
Other, net
|
|
$
|
30.0
|
|
|
$
|
3.4
|
|
|
$
|
28.1
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
|
$
|
276.5
|
|
|
$
|
(147.4
|
)
|
|
$
|
(49.3
|
)
|
Non-U.S.
|
|
932.9
|
|
|
977.0
|
|
|
897.3
|
|
|||
Total
|
|
$
|
1,209.4
|
|
|
$
|
829.6
|
|
|
$
|
848.0
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
168.4
|
|
|
$
|
2.1
|
|
|
$
|
(70.1
|
)
|
Non-U.S.
|
|
148.7
|
|
|
157.5
|
|
|
174.0
|
|
|||
Total:
|
|
317.1
|
|
|
159.6
|
|
|
103.9
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
(21.4
|
)
|
|
19.2
|
|
|
116.9
|
|
|||
Non-U.S.
|
|
(2.0
|
)
|
|
10.2
|
|
|
(164.8
|
)
|
|||
Total:
|
|
(23.4
|
)
|
|
29.4
|
|
|
(47.9
|
)
|
|||
Total tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
147.0
|
|
|
21.3
|
|
|
46.8
|
|
|||
Non-U.S.
|
|
146.7
|
|
|
167.7
|
|
|
9.2
|
|
|||
Total
|
|
$
|
293.7
|
|
|
$
|
189.0
|
|
|
$
|
56.0
|
|
|
|
Percent of pretax income
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Statutory U.S. rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in rates resulting from:
|
|
|
|
|
|
|
|||
Non-U.S. tax rate differential
|
|
(14.8
|
)
|
|
(26.8
|
)
|
|
(22.5
|
)
|
Tax on U.S. subsidiaries on non-U.S. earnings
|
|
1.7
|
|
|
2.0
|
|
|
4.1
|
|
State and local income taxes (1)
|
|
1.6
|
|
|
6.3
|
|
|
0.3
|
|
Valuation allowances
|
|
(1.0
|
)
|
|
2.5
|
|
|
(16.6
|
)
|
Change in permanent reinvestment assertion (2)
|
|
0.9
|
|
|
6.2
|
|
|
—
|
|
Reserves for uncertain tax positions
|
|
0.3
|
|
|
(2.9
|
)
|
|
2.4
|
|
Impact of change in taxation of retiree drugs subsidy
|
|
—
|
|
|
—
|
|
|
1.9
|
|
Provision to return and other true-up adjustments
|
|
0.1
|
|
|
(0.7
|
)
|
|
(0.1
|
)
|
Other adjustments
|
|
0.5
|
|
|
1.2
|
|
|
2.1
|
|
Effective tax rate
|
|
24.3
|
%
|
|
22.8
|
%
|
|
6.6
|
%
|
(1)
|
Net of changes in valuation allowances
|
(2)
|
Net of foreign tax credits
|
In millions
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Inventory and accounts receivable
|
|
$
|
19.2
|
|
|
$
|
19.7
|
|
Fixed assets and intangibles
|
|
8.6
|
|
|
3.3
|
|
||
Postemployment and other benefit liabilities
|
|
702.5
|
|
|
643.1
|
|
||
Product liability
|
|
191.0
|
|
|
221.7
|
|
||
Other reserves and accruals
|
|
190.5
|
|
|
198.5
|
|
||
Net operating losses and credit carryforwards
|
|
505.9
|
|
|
707.1
|
|
||
Other
|
|
77.3
|
|
|
59.2
|
|
||
Gross deferred tax assets
|
|
1,695.0
|
|
|
1,852.6
|
|
||
Less: deferred tax valuation allowances
|
|
(210.7
|
)
|
|
(218.5
|
)
|
||
Deferred tax assets net of valuation allowances
|
|
$
|
1,484.3
|
|
|
$
|
1,634.1
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Inventory and accounts receivable
|
|
$
|
(42.8
|
)
|
|
$
|
(46.8
|
)
|
Fixed assets and intangibles
|
|
(1,999.6
|
)
|
|
(2,046.8
|
)
|
||
Postemployment and other benefit liabilities
|
|
(3.3
|
)
|
|
(3.3
|
)
|
||
Other reserves and accruals
|
|
(14.1
|
)
|
|
(6.0
|
)
|
||
Other
|
|
(20.3
|
)
|
|
(49.1
|
)
|
||
Gross deferred tax liabilities
|
|
(2,080.1
|
)
|
|
(2,152.0
|
)
|
||
Net deferred tax assets (liabilities)
|
|
$
|
(595.8
|
)
|
|
$
|
(517.9
|
)
|
In millions
|
|
Amount
|
|
Expiration
Period
|
||
U.S. Federal net operating loss carryforwards
|
|
$
|
696.3
|
|
|
2022-2034
|
U.S. Federal credit carryforwards
|
|
45.2
|
|
|
2024-Unlimited
|
|
U.S. State net operating loss carryforwards
|
|
2,966.8
|
|
|
2015-2034
|
|
U.S. State credit carryforwards
|
|
36.6
|
|
|
2015-Unlimited
|
|
Non-U.S. net operating loss carryforwards
|
|
867.8
|
|
|
2015-Unlimited
|
|
Non-U.S. credit carryforwards
|
|
2.2
|
|
|
Unlimited
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
|
$
|
218.5
|
|
|
$
|
156.2
|
|
|
$
|
308.4
|
|
Increase to valuation allowance
|
|
35.2
|
|
|
89.3
|
|
|
44.5
|
|
|||
Decrease to valuation allowance
|
|
(38.8
|
)
|
|
(26.3
|
)
|
|
(192.4
|
)
|
|||
Accumulated other comprehensive income (loss)
|
|
(4.2
|
)
|
|
(0.7
|
)
|
|
(4.3
|
)
|
|||
Ending balance
|
|
$
|
210.7
|
|
|
$
|
218.5
|
|
|
$
|
156.2
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
|
$
|
363.3
|
|
|
$
|
497.5
|
|
|
$
|
503.4
|
|
Additions based on tax positions related to the current year
|
|
6.7
|
|
|
19.9
|
|
|
8.5
|
|
|||
Additions based on tax positions related to prior years
|
|
49.8
|
|
|
152.9
|
|
|
88.2
|
|
|||
Reductions based on tax positions related to prior years
|
|
(52.4
|
)
|
|
(215.3
|
)
|
|
(24.1
|
)
|
|||
Reductions related to settlements with tax authorities
|
|
(8.0
|
)
|
|
(84.7
|
)
|
|
(50.6
|
)
|
|||
Reductions related to lapses of statute of limitations
|
|
(7.1
|
)
|
|
(8.4
|
)
|
|
(29.5
|
)
|
|||
Translation (gain) loss
|
|
(8.5
|
)
|
|
1.4
|
|
|
1.6
|
|
|||
Ending balance
|
|
$
|
343.8
|
|
|
$
|
363.3
|
|
|
$
|
497.5
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenues
|
|
$
|
—
|
|
|
$
|
1,889.9
|
|
|
$
|
2,046.6
|
|
Pre-tax earnings (loss) from operations
|
|
$
|
41.2
|
|
|
$
|
84.7
|
|
|
$
|
379.5
|
|
Pre-tax gain (loss) on sale
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|||
Tax benefit (expense)
|
|
(6.5
|
)
|
|
(71.4
|
)
|
|
(129.8
|
)
|
|||
Discontinued operations, net of tax
|
|
$
|
34.7
|
|
|
$
|
13.3
|
|
|
$
|
252.0
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Allegion, net of tax
|
|
$
|
15.0
|
|
|
$
|
12.4
|
|
|
$
|
254.2
|
|
Other discontinued operations, net of tax
|
|
19.7
|
|
|
0.9
|
|
|
(2.2
|
)
|
|||
Discontinued operations, net of tax
|
|
$
|
34.7
|
|
|
$
|
13.3
|
|
|
$
|
252.0
|
|
In millions
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenues
|
$
|
—
|
|
|
$
|
1,889.9
|
|
|
$
|
2,046.6
|
|
Discontinued operations, net of tax
|
$
|
15.0
|
|
|
$
|
12.4
|
|
|
$
|
254.2
|
|
In millions
|
2014
|
|
2013
|
|
2012
|
||||||
Retained costs, net of tax
|
$
|
19.7
|
|
|
$
|
0.9
|
|
|
$
|
(16.2
|
)
|
Net gain (loss) on disposals, net of tax
|
—
|
|
|
—
|
|
|
14.0
|
|
|||
Discontinued operations, net of tax
|
$
|
19.7
|
|
|
$
|
0.9
|
|
|
$
|
(2.2
|
)
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
|||
Weighted-average number of basic shares outstanding
|
|
270.5
|
|
|
294.1
|
|
|
303.9
|
|
Shares issuable under incentive stock plans
|
|
3.8
|
|
|
4.2
|
|
|
3.7
|
|
Exchangeable Senior Notes
|
|
—
|
|
|
—
|
|
|
3.0
|
|
Weighted-average number of diluted shares outstanding
|
|
274.3
|
|
|
298.3
|
|
|
310.6
|
|
Anti-dilutive shares
|
|
1.1
|
|
|
19.1
|
|
|
5.2
|
|
•
|
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,
2014 |
|
December 31,
2013 |
||||
Accrued expenses and other current liabilities
|
$
|
67.6
|
|
|
$
|
69.1
|
|
Other noncurrent liabilities
|
709.0
|
|
|
777.1
|
|
||
Total asbestos-related liabilities
|
$
|
776.6
|
|
|
$
|
846.2
|
|
Other current assets
|
$
|
57.2
|
|
|
$
|
22.3
|
|
Other noncurrent assets
|
278.5
|
|
|
299.5
|
|
||
Total asset for probable asbestos-related insurance recoveries
|
$
|
335.7
|
|
|
$
|
321.8
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Continuing operations
|
|
$
|
1.7
|
|
|
$
|
(0.4
|
)
|
|
$
|
10.1
|
|
Discontinued operations
|
|
63.2
|
|
|
(55.8
|
)
|
|
(17.9
|
)
|
|||
Total
|
|
$
|
64.9
|
|
|
$
|
(56.2
|
)
|
|
$
|
(7.8
|
)
|
•
|
in the fourth quarter of 2014, IR-New Jersey reached favorable settlements regarding asbestos coverage claims for the majority of its recorded asbestos-related insurance receivable at December 31, 2014;
|
•
|
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
|
2014
|
|
2013
|
||||
Balance at beginning of period
|
$
|
246.9
|
|
|
$
|
253.4
|
|
Reductions for payments
|
(146.6
|
)
|
|
(156.7
|
)
|
||
Accruals for warranties issued during the current period
|
168.0
|
|
|
153.9
|
|
||
Changes to accruals related to preexisting warranties
|
(9.8
|
)
|
|
(4.3
|
)
|
||
Translation
|
(4.9
|
)
|
|
0.6
|
|
||
Balance at end of period
|
$
|
253.6
|
|
|
$
|
246.9
|
|
In millions
|
2014
|
|
2013
|
||||
Balance at beginning of period
|
$
|
357.9
|
|
|
$
|
375.1
|
|
Amortization of deferred revenue for the period
|
(104.8
|
)
|
|
(105.6
|
)
|
||
Additions for extended warranties issued during the period
|
81.5
|
|
|
87.1
|
|
||
Changes to accruals related to preexisting warranties
|
(2.6
|
)
|
|
1.8
|
|
||
Translation
|
(1.9
|
)
|
|
(0.5
|
)
|
||
Balance at end of period
|
$
|
330.1
|
|
|
$
|
357.9
|
|
Dollar amounts in millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Climate
|
|
|
|
|
|
|
||||||
Net revenues
|
|
$
|
9,879.7
|
|
|
$
|
9,414.0
|
|
|
$
|
9,042.5
|
|
Segment operating income
|
|
1,195.6
|
|
|
936.0
|
|
|
817.6
|
|
|||
Segment operating income as a percentage of revenues
|
|
12.1
|
%
|
|
9.9
|
%
|
|
9.0
|
%
|
|||
Depreciation and amortization
|
|
247.1
|
|
|
252.8
|
|
|
257.0
|
|
|||
Capital expenditures
|
|
107.8
|
|
|
129.4
|
|
|
105.1
|
|
|||
Industrial
|
|
|
|
|
|
|
||||||
Net revenues
|
|
3,011.7
|
|
|
2,936.5
|
|
|
2,945.8
|
|
|||
Segment operating income
|
|
443.0
|
|
|
450.3
|
|
|
455.8
|
|
|||
Segment operating income as a percentage of revenues
|
|
14.7
|
%
|
|
15.3
|
%
|
|
15.5
|
%
|
|||
Depreciation and amortization
|
|
44.2
|
|
|
43.9
|
|
|
42.9
|
|
|||
Capital expenditures
|
|
33.1
|
|
|
44.0
|
|
|
62.6
|
|
|||
|
|
|
|
|
|
|
||||||
Total net revenues
|
|
$
|
12,891.4
|
|
|
$
|
12,350.5
|
|
|
$
|
11,988.3
|
|
|
|
|
|
|
|
|
||||||
Reconciliation to Operating Income
|
|
|
|
|
|
|
||||||
Segment operating income from reportable segments
|
|
1,638.6
|
|
|
1,386.3
|
|
|
1,273.4
|
|
|||
Gain (loss) on sale/asset impairment
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|||
Unallocated corporate expense
|
|
(233.9
|
)
|
|
(281.3
|
)
|
|
(206.0
|
)
|
|||
Total operating income
|
|
$
|
1,404.7
|
|
|
$
|
1,105.0
|
|
|
$
|
1,071.9
|
|
Total operating income as a percentage of revenues
|
|
10.9
|
%
|
|
8.9
|
%
|
|
8.9
|
%
|
|||
Depreciation and amortization from reportable segments
|
|
291.3
|
|
|
296.7
|
|
|
299.9
|
|
|||
Unallocated depreciation and amortization
|
|
41.1
|
|
|
37.0
|
|
|
33.9
|
|
|||
Total depreciation and amortization
|
|
$
|
332.4
|
|
|
$
|
333.7
|
|
|
$
|
333.8
|
|
Capital expenditures from reportable segments
|
|
140.9
|
|
|
173.4
|
|
|
167.7
|
|
|||
Corporate capital expenditures
|
|
92.6
|
|
|
68.8
|
|
|
75.4
|
|
|||
Total capital expenditures
|
|
$
|
233.5
|
|
|
$
|
242.2
|
|
|
$
|
243.1
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
|
$
|
7,693.0
|
|
|
$
|
7,298.0
|
|
|
$
|
7,039.0
|
|
Non-U.S.
|
|
5,198.4
|
|
|
5,052.5
|
|
|
4,949.3
|
|
|||
Total
|
|
$
|
12,891.4
|
|
|
$
|
12,350.5
|
|
|
$
|
11,988.3
|
|
In millions
|
|
2014
|
|
2013
|
|
2012
|
||||||
Commercial HVAC
|
|
$
|
6,049.8
|
|
|
$
|
5,874.7
|
|
|
$
|
5,608.5
|
|
Transport Refrigeration
|
|
2,089.2
|
|
|
1,895.0
|
|
|
1,792.2
|
|
|||
Residential HVAC
|
|
1,740.7
|
|
|
1,644.3
|
|
|
1,641.8
|
|
|||
Compressed Air Systems & Services
|
|
1,812.3
|
|
|
1,762.0
|
|
|
1,782.6
|
|
|||
Other Industrial
|
|
1,199.4
|
|
|
1,174.5
|
|
|
1,163.2
|
|
|||
Total
|
|
$
|
12,891.4
|
|
|
$
|
12,350.5
|
|
|
$
|
11,988.3
|
|
In millions
|
|
2014
|
|
2013
|
||||
United States
|
|
$
|
2,121.2
|
|
|
$
|
2,216.8
|
|
Non-U.S.
|
|
537.7
|
|
|
571.6
|
|
||
Total
|
|
$
|
2,658.9
|
|
|
$
|
2,788.4
|
|
•
|
IR-Ireland, IR-Limited, IR-International and IR-Lux fully and unconditionally guarantee the outstanding public debt of IR-Global and IR-New Jersey;
|
•
|
IR-Ireland, IR-Limited, IR-International, IR-Global and IR-New Jersey fully and unconditionally guarantee the outstanding public debt of IR-Lux;
|
•
|
IR-Ireland, IR-Limited, IR-International and IR-New Jersey fully and unconditionally guarantee the revolving credit facilities of IR-Global and IR-Lux (as an additional borrower), and each of IR-Global and IR-Lux guarantee any revolving credit facility borrowings of the other;
|
•
|
IR-Ireland, IR-Limited, IR-International and IR-New Jersey fully and unconditionally guarantee any commercial paper borrowings of IR-Global or IR-Lux, and IR-Global guarantees any such borrowings of IR-Lux;
|
•
|
IR-New Jersey is a co-obligor of the outstanding public debt issued by IR-Global.
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
IR Lux
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
984.6
|
|
|
$
|
—
|
|
|
$
|
11,906.8
|
|
|
$
|
—
|
|
|
$
|
12,891.4
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(619.1
|
)
|
|
—
|
|
|
(8,363.7
|
)
|
|
—
|
|
|
(8,982.8
|
)
|
|||||||||
Selling and administrative expenses
|
(26.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(422.4
|
)
|
|
—
|
|
|
(2,054.8
|
)
|
|
—
|
|
|
(2,503.9
|
)
|
|||||||||
Operating income (loss)
|
(26.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(56.9
|
)
|
|
—
|
|
|
1,488.3
|
|
|
—
|
|
|
1,404.7
|
|
|||||||||
Equity earnings (loss) in affiliates, net of tax
|
985.9
|
|
|
907.1
|
|
|
927.3
|
|
|
369.2
|
|
|
472.0
|
|
|
50.7
|
|
|
1,271.2
|
|
|
(4,983.4
|
)
|
|
—
|
|
|||||||||
Interest expense
|
—
|
|
|
—
|
|
|
(21.6
|
)
|
|
(127.9
|
)
|
|
(48.9
|
)
|
|
(7.1
|
)
|
|
(19.8
|
)
|
|
—
|
|
|
(225.3
|
)
|
|||||||||
Intercompany interest and fees
|
(18.2
|
)
|
|
(3.5
|
)
|
|
(10.0
|
)
|
|
(2.5
|
)
|
|
(208.4
|
)
|
|
(0.6
|
)
|
|
243.2
|
|
|
—
|
|
|
—
|
|
|||||||||
Other, net
|
(7.9
|
)
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
116.5
|
|
|
—
|
|
|
(81.9
|
)
|
|
—
|
|
|
30.0
|
|
|||||||||
Earnings (loss) before income taxes
|
933.7
|
|
|
903.6
|
|
|
899.0
|
|
|
238.2
|
|
|
274.3
|
|
|
43.0
|
|
|
2,901.0
|
|
|
(4,983.4
|
)
|
|
1,209.4
|
|
|||||||||
Benefit (provision) for income taxes
|
0.2
|
|
|
(0.1
|
)
|
|
—
|
|
|
44.6
|
|
|
58.5
|
|
|
—
|
|
|
(396.9
|
)
|
|
—
|
|
|
(293.7
|
)
|
|||||||||
Earnings (loss) from continuing operations
|
933.9
|
|
|
903.5
|
|
|
899.0
|
|
|
282.8
|
|
|
332.8
|
|
|
43.0
|
|
|
2,504.1
|
|
|
(4,983.4
|
)
|
|
915.7
|
|
|||||||||
Discontinued operations, net of tax
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37.2
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
34.7
|
|
|||||||||
Net earnings (loss)
|
931.7
|
|
|
903.5
|
|
|
899.0
|
|
|
282.8
|
|
|
370.0
|
|
|
43.0
|
|
|
2,503.8
|
|
|
(4,983.4
|
)
|
|
950.4
|
|
|||||||||
Less: Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71.5
|
)
|
|
52.8
|
|
|
(18.7
|
)
|
|||||||||
Net earnings (loss) attributable to Ingersoll-Rand plc
|
$
|
931.7
|
|
|
$
|
903.5
|
|
|
$
|
899.0
|
|
|
$
|
282.8
|
|
|
$
|
370.0
|
|
|
$
|
43.0
|
|
|
$
|
2,432.3
|
|
|
$
|
(4,930.6
|
)
|
|
$
|
931.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Comprehensive income (loss), net of tax
|
384.1
|
|
|
363.2
|
|
|
900.9
|
|
|
283.4
|
|
|
333.6
|
|
|
42.9
|
|
|
1,916.7
|
|
|
(3,824.2
|
)
|
|
400.6
|
|
|||||||||
Less: Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69.3
|
)
|
|
52.8
|
|
|
(16.5
|
)
|
|||||||||
Comprehensive income (loss) attributable to Ingersoll-Rand plc
|
$
|
384.1
|
|
|
$
|
363.2
|
|
|
$
|
900.9
|
|
|
$
|
283.4
|
|
|
$
|
333.6
|
|
|
$
|
42.9
|
|
|
$
|
1,847.4
|
|
|
$
|
(3,771.4
|
)
|
|
$
|
384.1
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
922.1
|
|
|
$
|
11,428.4
|
|
|
$
|
—
|
|
|
$
|
12,350.5
|
|
Cost of goods sold
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(564.9
|
)
|
|
(8,158.1
|
)
|
|
—
|
|
|
(8,722.3
|
)
|
||||||||
Selling and administrative expenses
|
(60.0
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
(355.9
|
)
|
|
(2,106.1
|
)
|
|
—
|
|
|
(2,523.2
|
)
|
||||||||
Operating income (loss)
|
(59.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
1.3
|
|
|
1,164.2
|
|
|
—
|
|
|
1,105.0
|
|
||||||||
Equity earnings (loss) in affiliates, net of tax
|
696.2
|
|
|
696.7
|
|
|
791.0
|
|
|
1,008.0
|
|
|
152.4
|
|
|
743.9
|
|
|
(4,088.2
|
)
|
|
—
|
|
||||||||
Interest expense
|
—
|
|
|
—
|
|
|
(15.8
|
)
|
|
(196.4
|
)
|
|
(76.2
|
)
|
|
9.6
|
|
|
—
|
|
|
(278.8
|
)
|
||||||||
Intercompany interest and fees
|
(14.1
|
)
|
|
(0.4
|
)
|
|
(33.8
|
)
|
|
(34.0
|
)
|
|
(13.7
|
)
|
|
96.0
|
|
|
—
|
|
|
—
|
|
||||||||
Other, net
|
(3.9
|
)
|
|
—
|
|
|
1.6
|
|
|
0.8
|
|
|
137.4
|
|
|
(129.4
|
)
|
|
(3.1
|
)
|
|
3.4
|
|
||||||||
Earnings (loss) before income taxes
|
618.9
|
|
|
696.2
|
|
|
743.0
|
|
|
777.3
|
|
|
201.2
|
|
|
1,884.3
|
|
|
(4,091.3
|
)
|
|
829.6
|
|
||||||||
Benefit (provision) for income taxes
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
(187.4
|
)
|
|
—
|
|
|
(189.0
|
)
|
||||||||
Earnings (loss) from continuing operations
|
618.6
|
|
|
696.2
|
|
|
743.0
|
|
|
777.3
|
|
|
199.9
|
|
|
1,696.9
|
|
|
(4,091.3
|
)
|
|
640.6
|
|
||||||||
Discontinued operations, net of tax
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(198.9
|
)
|
|
212.0
|
|
|
—
|
|
|
13.3
|
|
||||||||
Net earnings (loss)
|
618.8
|
|
|
696.2
|
|
|
743.0
|
|
|
777.3
|
|
|
1.0
|
|
|
1,908.9
|
|
|
(4,091.3
|
)
|
|
653.9
|
|
||||||||
Less: Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.1
|
)
|
|
3.0
|
|
|
(35.1
|
)
|
||||||||
Net earnings (loss) attributable to Ingersoll-Rand plc
|
$
|
618.8
|
|
|
$
|
696.2
|
|
|
$
|
743.0
|
|
|
$
|
777.3
|
|
|
$
|
1.0
|
|
|
$
|
1,870.8
|
|
|
$
|
(4,088.3
|
)
|
|
$
|
618.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Comprehensive income (loss), net of tax
|
913.5
|
|
|
1,050.3
|
|
|
744.2
|
|
|
789.0
|
|
|
399.6
|
|
|
1,855.2
|
|
|
(4,799.9
|
)
|
|
951.9
|
|
||||||||
Less: Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41.8
|
)
|
|
3.0
|
|
|
(38.4
|
)
|
||||||||
Comprehensive income (loss) attributable to Ingersoll-Rand plc
|
$
|
913.5
|
|
|
$
|
1,050.7
|
|
|
$
|
744.2
|
|
|
$
|
789.0
|
|
|
$
|
399.6
|
|
|
$
|
1,813.4
|
|
|
$
|
(4,796.9
|
)
|
|
$
|
913.5
|
|
In millions
|
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
Holding
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
Net revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
932.7
|
|
|
$
|
11,055.6
|
|
|
$
|
—
|
|
|
$
|
11,988.3
|
|
Cost of goods sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(613.7
|
)
|
|
(7,919.8
|
)
|
|
—
|
|
|
(8,533.5
|
)
|
||||||||
Selling and administrative expenses
|
|
(14.9
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(327.6
|
)
|
|
(2,039.5
|
)
|
|
—
|
|
|
(2,382.9
|
)
|
||||||||
Operating income (loss)
|
|
(14.9
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(8.6
|
)
|
|
1,096.3
|
|
|
—
|
|
|
1,071.9
|
|
||||||||
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
|
)
|
|
(17.8
|
)
|
|
—
|
|
|
(252.0
|
)
|
||||||||
Intercompany interest and fees
|
|
(10.5
|
)
|
|
—
|
|
|
(44.3
|
)
|
|
(48.8
|
)
|
|
0.6
|
|
|
103.0
|
|
|
—
|
|
|
—
|
|
||||||||
Other, net
|
|
(4.8
|
)
|
|
—
|
|
|
0.7
|
|
|
(200.6
|
)
|
|
53.9
|
|
|
1.2
|
|
|
177.7
|
|
|
28.1
|
|
||||||||
Earnings (loss) before income taxes
|
|
1,018.6
|
|
|
847.9
|
|
|
859.7
|
|
|
921.6
|
|
|
194.2
|
|
|
2,162.0
|
|
|
(5,156.0
|
)
|
|
848.0
|
|
||||||||
Benefit (provision) for income taxes
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56.2
|
)
|
|
0.5
|
|
|
—
|
|
|
(56.0
|
)
|
||||||||
Earnings (loss) from continuing operations
|
|
1,018.3
|
|
|
847.9
|
|
|
859.7
|
|
|
921.6
|
|
|
138.0
|
|
|
2,162.5
|
|
|
(5,156.0
|
)
|
|
792.0
|
|
||||||||
Discontinued operations, net of tax
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.3
|
)
|
|
270.0
|
|
|
—
|
|
|
252.0
|
|
||||||||
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) loss 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Comprehensive income (loss), net of tax
|
|
1,051.2
|
|
|
880.6
|
|
|
860.9
|
|
|
922.0
|
|
|
185.4
|
|
|
2,386.0
|
|
|
(5,221.9
|
)
|
|
1,064.2
|
|
||||||||
Less: Comprehensive (income) loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.3
|
)
|
|
23.3
|
|
|
(13.0
|
)
|
||||||||
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
|
|
IR Lux
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
425.4
|
|
|
$
|
—
|
|
|
$
|
1,279.8
|
|
|
$
|
—
|
|
|
$
|
1,705.2
|
|
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147.0
|
|
|
—
|
|
|
1,972.0
|
|
|
—
|
|
|
2,119.0
|
|
|||||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106.1
|
|
|
—
|
|
|
1,252.8
|
|
|
—
|
|
|
1,358.9
|
|
|||||||||
Other current assets
|
0.1
|
|
|
—
|
|
|
—
|
|
|
31.0
|
|
|
126.9
|
|
|
—
|
|
|
366.8
|
|
|
—
|
|
|
524.8
|
|
|||||||||
Accounts and notes receivable affiliates
|
48.6
|
|
|
309.5
|
|
|
8,227.0
|
|
|
306.0
|
|
|
4,788.2
|
|
|
50.7
|
|
|
21,832.6
|
|
|
(35,562.6
|
)
|
|
—
|
|
|||||||||
Total current assets
|
48.7
|
|
|
309.5
|
|
|
8,227.0
|
|
|
337.0
|
|
|
5,593.6
|
|
|
50.7
|
|
|
26,704.0
|
|
|
(35,562.6
|
)
|
|
5,707.9
|
|
|||||||||
Investment in affiliates
|
9,738.8
|
|
|
12,913.2
|
|
|
4,011.0
|
|
|
9,333.0
|
|
|
15,028.4
|
|
|
1,699.9
|
|
|
8,645.5
|
|
|
(61,369.8
|
)
|
|
—
|
|
|||||||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324.7
|
|
|
—
|
|
|
1,152.3
|
|
|
—
|
|
|
1,477.0
|
|
|||||||||
Goodwill and other intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66.6
|
|
|
—
|
|
|
9,107.1
|
|
|
—
|
|
|
9,173.7
|
|
|||||||||
Other noncurrent assets
|
0.2
|
|
|
—
|
|
|
—
|
|
|
176.7
|
|
|
731.7
|
|
|
9.6
|
|
|
595.4
|
|
|
(573.7
|
)
|
|
939.9
|
|
|||||||||
Total assets
|
$
|
9,787.7
|
|
|
$
|
13,222.7
|
|
|
$
|
12,238.0
|
|
|
$
|
9,846.7
|
|
|
$
|
21,745.0
|
|
|
$
|
1,760.2
|
|
|
$
|
46,204.3
|
|
|
$
|
(97,506.1
|
)
|
|
$
|
17,298.5
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Accounts payable and accruals
|
$
|
7.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.6
|
|
|
$
|
495.8
|
|
|
$
|
8.1
|
|
|
$
|
2,645.0
|
|
|
$
|
—
|
|
|
$
|
3,183.4
|
|
Short-term borrowings and current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350.5
|
|
|
100.0
|
|
|
32.2
|
|
|
—
|
|
|
482.7
|
|
|||||||||
Accounts and notes payable affiliates
|
3,792.4
|
|
|
749.2
|
|
|
966.4
|
|
|
441.3
|
|
|
14,779.8
|
|
|
514.1
|
|
|
14,319.5
|
|
|
(35,562.7
|
)
|
|
—
|
|
|||||||||
Total current liabilities
|
3,800.3
|
|
|
749.2
|
|
|
966.4
|
|
|
467.9
|
|
|
15,626.1
|
|
|
622.2
|
|
|
16,996.7
|
|
|
(35,562.7
|
)
|
|
3,666.1
|
|
|||||||||
Long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
2,296.1
|
|
|
349.6
|
|
|
1,095.1
|
|
|
0.9
|
|
|
—
|
|
|
3,741.7
|
|
|||||||||
Other noncurrent liabilities
|
—
|
|
|
—
|
|
|
3.8
|
|
|
2.7
|
|
|
1,471.6
|
|
|
—
|
|
|
2,940.9
|
|
|
(573.7
|
)
|
|
3,845.3
|
|
|||||||||
Total liabilities
|
3,800.3
|
|
|
749.2
|
|
|
970.2
|
|
|
2,766.7
|
|
|
17,447.3
|
|
|
1,717.3
|
|
|
19,938.5
|
|
|
(36,136.4
|
)
|
|
11,253.1
|
|
|||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total equity
|
5,987.4
|
|
|
12,473.5
|
|
|
11,267.8
|
|
|
7,080.0
|
|
|
4,297.7
|
|
|
42.9
|
|
|
26,265.8
|
|
|
(61,369.7
|
)
|
|
6,045.4
|
|
|||||||||
Total liabilities and equity
|
$
|
9,787.7
|
|
|
$
|
13,222.7
|
|
|
$
|
12,238.0
|
|
|
$
|
9,846.7
|
|
|
$
|
21,745.0
|
|
|
$
|
1,760.2
|
|
|
$
|
46,204.3
|
|
|
$
|
(97,506.1
|
)
|
|
$
|
17,298.5
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
975.3
|
|
|
$
|
59.6
|
|
|
$
|
902.3
|
|
|
$
|
—
|
|
|
$
|
1,937.2
|
|
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149.4
|
|
|
1,922.1
|
|
|
—
|
|
|
2,071.5
|
|
||||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.5
|
|
|
1,095.6
|
|
|
—
|
|
|
1,166.1
|
|
||||||||
Other current assets
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
127.6
|
|
|
414.0
|
|
|
—
|
|
|
541.9
|
|
||||||||
Accounts and notes receivable affiliates
|
1,086.9
|
|
|
309.6
|
|
|
2.3
|
|
|
1,496.6
|
|
|
11,683.7
|
|
|
27,616.6
|
|
|
(42,195.7
|
)
|
|
—
|
|
||||||||
Total current assets
|
1,087.0
|
|
|
309.6
|
|
|
2.3
|
|
|
2,472.1
|
|
|
12,090.8
|
|
|
31,950.6
|
|
|
(42,195.7
|
)
|
|
5,716.7
|
|
||||||||
Investment in affiliates
|
8,697.8
|
|
|
13,696.0
|
|
|
11,339.0
|
|
|
7,144.5
|
|
|
15,923.4
|
|
|
42,714.1
|
|
|
(99,514.8
|
)
|
|
—
|
|
||||||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293.3
|
|
|
1,175.1
|
|
|
—
|
|
|
1,468.4
|
|
||||||||
Goodwill and other intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85.7
|
|
|
9,376.9
|
|
|
—
|
|
|
9,462.6
|
|
||||||||
Other noncurrent assets
|
—
|
|
|
(4.3
|
)
|
|
0.3
|
|
|
18.8
|
|
|
298.2
|
|
|
697.4
|
|
|
—
|
|
|
1,010.4
|
|
||||||||
Total assets
|
$
|
9,784.8
|
|
|
$
|
14,001.3
|
|
|
$
|
11,341.6
|
|
|
$
|
9,635.4
|
|
|
$
|
28,691.4
|
|
|
$
|
85,914.1
|
|
|
$
|
(141,710.5
|
)
|
|
$
|
17,658.1
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accounts payable and accruals
|
$
|
30.6
|
|
|
$
|
—
|
|
|
$
|
12.1
|
|
|
$
|
27.5
|
|
|
$
|
440.8
|
|
|
$
|
2,529.9
|
|
|
$
|
—
|
|
|
$
|
3,040.9
|
|
Short-term borrowings and current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350.5
|
|
|
17.2
|
|
|
—
|
|
|
367.7
|
|
||||||||
Accounts and notes payable affiliates
|
2,685.3
|
|
|
3,780.6
|
|
|
4,803.3
|
|
|
5,982.2
|
|
|
16,217.4
|
|
|
8,809.0
|
|
|
(42,277.8
|
)
|
|
—
|
|
||||||||
Total current liabilities
|
2,715.9
|
|
|
3,780.6
|
|
|
4,815.4
|
|
|
6,009.7
|
|
|
17,008.7
|
|
|
11,356.1
|
|
|
(42,277.8
|
)
|
|
3,408.6
|
|
||||||||
Long-term debt
|
—
|
|
|
—
|
|
|
299.8
|
|
|
2,295.7
|
|
|
357.2
|
|
|
200.8
|
|
|
—
|
|
|
3,153.5
|
|
||||||||
Note payable affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other noncurrent liabilities
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
877.3
|
|
|
3,083.6
|
|
|
—
|
|
|
3,964.7
|
|
||||||||
Total liabilities
|
2,715.9
|
|
|
3,780.6
|
|
|
5,119.0
|
|
|
8,305.4
|
|
|
18,243.2
|
|
|
14,640.5
|
|
|
(42,277.8
|
)
|
|
10,526.8
|
|
||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total equity
|
7,068.9
|
|
|
10,220.7
|
|
|
6,222.6
|
|
|
1,330.0
|
|
|
10,448.2
|
|
|
71,273.6
|
|
|
(99,432.7
|
)
|
|
7,131.3
|
|
||||||||
Total liabilities and equity
|
$
|
9,784.8
|
|
|
$
|
14,001.3
|
|
|
$
|
11,341.6
|
|
|
$
|
9,635.4
|
|
|
$
|
28,691.4
|
|
|
$
|
85,914.1
|
|
|
$
|
(141,710.5
|
)
|
|
$
|
17,658.1
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
IR Lux
|
|
Other
Subsidiaries
|
|
Consolidating Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||||
Net cash provided by (used in) continuing operating activities
|
$
|
(34.0
|
)
|
|
$
|
—
|
|
|
$
|
(18.3
|
)
|
|
$
|
(128.5
|
)
|
|
$
|
173.4
|
|
|
$
|
(7.1
|
)
|
|
$
|
2,058.5
|
|
|
$
|
(1,052.3
|
)
|
|
$
|
991.7
|
|
Net cash provided by (used in) discontinued operating activities
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(13.9
|
)
|
|
—
|
|
|
(18.5
|
)
|
|||||||||
Net cash provided by (used in) operating activities
|
(36.2
|
)
|
|
—
|
|
|
(18.3
|
)
|
|
(128.5
|
)
|
|
171.0
|
|
|
(7.1
|
)
|
|
2,044.6
|
|
|
(1,052.3
|
)
|
|
973.2
|
|
|||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87.7
|
)
|
|
—
|
|
|
(145.8
|
)
|
|
—
|
|
|
(233.5
|
)
|
|||||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.2
|
)
|
|
—
|
|
|
(10.2
|
)
|
|||||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
13.1
|
|
|
—
|
|
|
14.4
|
|
|||||||||
Proceeds from business disposition, net of cash sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|||||||||
Dividends received from equity investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.3
|
|
|
—
|
|
|
30.3
|
|
|||||||||
Net cash provided by (used in) continuing investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86.4
|
)
|
|
—
|
|
|
(110.6
|
)
|
|
—
|
|
|
(197.0
|
)
|
|||||||||
Net cash provided by (used in) discontinued investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86.4
|
)
|
|
—
|
|
|
(110.6
|
)
|
|
—
|
|
|
(197.0
|
)
|
|||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||||||||
Net proceeds (repayments) in debt
|
—
|
|
|
—
|
|
|
(300.0
|
)
|
|
—
|
|
|
(7.6
|
)
|
|
1,195.1
|
|
|
(187.3
|
)
|
|
—
|
|
|
700.2
|
|
|||||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
(9.8
|
)
|
|
—
|
|
|
—
|
|
|
(12.3
|
)
|
|||||||||
Net inter-company proceeds (payments)
|
1,562.7
|
|
|
—
|
|
|
318.3
|
|
|
(844.3
|
)
|
|
1,022.9
|
|
|
(1,178.2
|
)
|
|
(881.4
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Dividends paid to ordinary shareholders
|
(264.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(734.1
|
)
|
|
—
|
|
|
(318.2
|
)
|
|
1,052.3
|
|
|
(264.7
|
)
|
|||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.9
|
)
|
|
—
|
|
|
(20.9
|
)
|
|||||||||
Proceeds from shares issued under incentive plans
|
113.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113.1
|
|
|||||||||
Repurchase of ordinary shares
|
(1,374.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,374.9
|
)
|
|||||||||
Net cash provided by (used in) continuing financing activities
|
36.2
|
|
|
—
|
|
|
18.3
|
|
|
(846.8
|
)
|
|
281.2
|
|
|
7.1
|
|
|
(1,407.8
|
)
|
|
1,052.3
|
|
|
(859.5
|
)
|
|||||||||
Net cash provided by (used in) discontinued financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net cash provided by (used in) financing activities
|
36.2
|
|
|
—
|
|
|
18.3
|
|
|
(846.8
|
)
|
|
281.2
|
|
|
7.1
|
|
|
(1,407.8
|
)
|
|
1,052.3
|
|
|
(859.5
|
)
|
|||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148.7
|
)
|
|
—
|
|
|
(148.7
|
)
|
|||||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(975.3
|
)
|
|
365.8
|
|
|
—
|
|
|
377.5
|
|
|
—
|
|
|
(232.0
|
)
|
|||||||||
Cash and cash equivalents - beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
975.3
|
|
|
59.6
|
|
|
—
|
|
|
902.3
|
|
|
—
|
|
|
1,937.2
|
|
|||||||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
425.4
|
|
|
$
|
—
|
|
|
$
|
1,279.8
|
|
|
$
|
—
|
|
|
$
|
1,705.2
|
|
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
|
$
|
(63.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(14.2
|
)
|
|
$
|
(196.7
|
)
|
|
$
|
(170.5
|
)
|
|
$
|
4,483.5
|
|
|
$
|
(3,240.0
|
)
|
|
$
|
798.8
|
|
Net cash provided by (used in) discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(112.2
|
)
|
|
404.9
|
|
|
—
|
|
|
292.7
|
|
||||||||
Net cash provided by (used in) operating activities
|
(63.2
|
)
|
|
(0.1
|
)
|
|
(14.2
|
)
|
|
(196.7
|
)
|
|
(282.7
|
)
|
|
4,888.4
|
|
|
(3,240.0
|
)
|
|
1,091.5
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80.1
|
)
|
|
(162.1
|
)
|
|
—
|
|
|
(242.2
|
)
|
||||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
22.4
|
|
|
—
|
|
|
24.3
|
|
||||||||
Proceeds from business disposition, net of cash sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
||||||||
Net cash provided by (used in) continuing investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78.2
|
)
|
|
(135.0
|
)
|
|
—
|
|
|
(213.2
|
)
|
||||||||
Net cash provided by (used in) discontinued investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
||||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78.2
|
)
|
|
(137.2
|
)
|
|
—
|
|
|
(215.4
|
)
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net proceeds (repayments) in debt
|
—
|
|
|
—
|
|
|
—
|
|
|
291.2
|
|
|
(6.7
|
)
|
|
7.2
|
|
|
—
|
|
|
291.7
|
|
||||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.2
|
)
|
||||||||
Net inter-company proceeds (payments)
|
(24.8
|
)
|
|
1,274.3
|
|
|
699.7
|
|
|
2,106.3
|
|
|
368.1
|
|
|
(4,423.6
|
)
|
|
—
|
|
|
—
|
|
||||||||
Dividends paid to ordinary shareholders
|
(245.5
|
)
|
|
(1,274.2
|
)
|
|
(685.5
|
)
|
|
(1,274.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
3,235.1
|
|
|
(245.5
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.4
|
)
|
|
—
|
|
|
(12.4
|
)
|
||||||||
Proceeds from shares issued under incentive plans
|
272.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272.5
|
|
||||||||
Repurchase of ordinary shares
|
(1,213.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,213.2
|
)
|
||||||||
Transfer from Allegion
|
1,274.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,274.2
|
|
||||||||
Net cash provided by (used in) continuing financing activities
|
63.2
|
|
|
0.1
|
|
|
14.2
|
|
|
1,110.1
|
|
|
361.4
|
|
|
(4,430.0
|
)
|
|
3,235.1
|
|
|
354.1
|
|
||||||||
Net cash provided by (used in) discontinued financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.4
|
)
|
|
4.9
|
|
|
(7.5
|
)
|
||||||||
Net cash provided by (used in) financing activities
|
63.2
|
|
|
0.1
|
|
|
14.2
|
|
|
1,110.1
|
|
|
361.4
|
|
|
(4,442.4
|
)
|
|
3,240.0
|
|
|
346.6
|
|
||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
913.4
|
|
|
0.5
|
|
|
314.9
|
|
|
—
|
|
|
1,228.8
|
|
||||||||
Cash and cash equivalents - beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
61.9
|
|
|
59.1
|
|
|
587.4
|
|
|
—
|
|
|
708.4
|
|
||||||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
975.3
|
|
|
$
|
59.6
|
|
|
$
|
902.3
|
|
|
$
|
—
|
|
|
$
|
1,937.2
|
|
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
|
)
|
|
$
|
(103.5
|
)
|
|
$
|
1,911.2
|
|
|
$
|
(319.5
|
)
|
|
$
|
882.5
|
|
Net cash provided by (used in) discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.3
|
)
|
|
331.2
|
|
|
—
|
|
|
312.9
|
|
||||||||
Net cash provided by (used in) operating activities
|
(19.7
|
)
|
|
(0.4
|
)
|
|
(15.1
|
)
|
|
(570.5
|
)
|
|
(121.8
|
)
|
|
2,242.4
|
|
|
(319.5
|
)
|
|
1,195.4
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74.9
|
)
|
|
(168.2
|
)
|
|
—
|
|
|
(243.1
|
)
|
||||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
14.8
|
|
|
—
|
|
|
17.9
|
|
||||||||
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
|
)
|
|
(56.4
|
)
|
|
—
|
|
|
(128.2
|
)
|
||||||||
Net cash provided by (used in) discontinued investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.3
|
)
|
|
—
|
|
|
(18.3
|
)
|
||||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71.8
|
)
|
|
(74.7
|
)
|
|
—
|
|
|
(146.5
|
)
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net proceeds (repayments) in debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(344.5
|
)
|
|
(9.2
|
)
|
|
(59.7
|
)
|
|
—
|
|
|
(413.4
|
)
|
||||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
||||||||
Net inter-company proceeds (payments)
|
884.5
|
|
|
0.4
|
|
|
15.1
|
|
|
737.6
|
|
|
184.1
|
|
|
(1,821.7
|
)
|
|
—
|
|
|
—
|
|
||||||||
Dividends paid to ordinary shareholders
|
(192.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(314.0
|
)
|
|
314.0
|
|
|
(192.4
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.9
|
)
|
|
—
|
|
|
(13.9
|
)
|
||||||||
Proceeds from shares issued under incentive plans
|
172.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172.5
|
|
||||||||
Repurchase of ordinary shares
|
(839.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(839.8
|
)
|
||||||||
Other, net
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(6.2
|
)
|
||||||||
Net cash provided by (used in) continuing financing activities
|
19.7
|
|
|
0.4
|
|
|
15.1
|
|
|
390.6
|
|
|
174.9
|
|
|
(2,210.4
|
)
|
|
314.0
|
|
|
(1,295.7
|
)
|
||||||||
Net cash provided by (used in) discontinued financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.7
|
)
|
|
5.5
|
|
|
(8.2
|
)
|
||||||||
Net cash provided by (used in) 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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.6
|
)
|
|
—
|
|
|
(23.6
|
)
|
||||||||
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
|
|
|
667.4
|
|
|
—
|
|
|
987.0
|
|
||||||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61.9
|
|
|
$
|
59.1
|
|
|
$
|
587.4
|
|
|
$
|
—
|
|
|
$
|
708.4
|
|
Allowances for Doubtful Accounts:
|
|
||
|
|
||
Balance December 31, 2011
|
$
|
23.7
|
|
Additions charged to costs and expenses
|
13.7
|
|
|
Deductions*
|
(12.8
|
)
|
|
Currency translation
|
(0.6
|
)
|
|
Other
|
0.8
|
|
|
|
|
||
Balance December 31, 2012
|
24.8
|
|
|
Additions charged to costs and expenses
|
20.8
|
|
|
Deductions*
|
(9.7
|
)
|
|
Business acquisitions and divestitures, net
|
(7.2
|
)
|
|
Currency translation
|
(0.5
|
)
|
|
Other
|
7.2
|
|
|
|
|
||
Balance December 31, 2013
|
35.4
|
|
|
Additions charged to costs and expenses
|
7.4
|
|
|
Deductions*
|
(7.5
|
)
|
|
Business acquisitions and divestitures, net
|
0.1
|
|
|
Currency translation
|
(1.3
|
)
|
|
|
|
||
Balance December 31, 2014
|
$
|
34.1
|
|
(*)
|
“Deductions” include accounts and advances written off, less recoveries.
|
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.
|
2.
|
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
|
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;
|
b)
|
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;
|
c)
|
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;
|
d)
|
The consideration provided to you under this Agreement is in addition to anything of value to which you are already entitled;
|
e)
|
You knowingly and voluntarily agree to all of the terms set forth in this Agreement;
|
f)
|
You knowingly and voluntarily intend to be legally bound by the same;
|
g)
|
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;
|
h)
|
You have been provided with sufficient opportunity to consult with an attorney or have waived that opportunity;
|
i)
|
You have a full [twenty-one (21)] [forty-five (45)] days
Time period to be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967). If 45 days is used, include attachment with required termination information.
from the date of receipt of this Agreement within which to consider this Agreement before executing it; and
|
j)
|
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, 2014
;
|
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 13, 2015
|
|
/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, 2014
;
|
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 13, 2015
|
|
/s/ Susan K. Carter
|
|
|
|
Susan K. Carter
|
|
|
|
Principal Financial Officer
|
|
/s/ Michael W. Lamach
|
Michael W. Lamach
|
Principal Executive Officer
|
February 13, 2015
|
|
/s/ Susan K. Carter
|
Susan K. Carter
|
Principal Financial Officer
|
February 13, 2015
|