Ingersoll-Rand plc (Form: 10-Q, Received: 07/26/2017 13:17:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

_______________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-34400

_____________________________

INGERSOLL-RAND PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

_______________________________



Ireland	98-0626632
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

170/175 Lakeview Dr.

Airside Business Park

Swords, Co. Dublin

Ireland

(Address of principal executive offices, including zip code)

+(353) (0) 18707400

(Registrant’s telephone number, including area code)

_______________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

The number of ordinary shares outstanding of Ingersoll-Rand plc as of July 14, 2017 was 253,667,886 .

Table of Contents

INGERSOLL-RAND PLC

FORM 10-Q

INDEX




PART I FINANCIAL INFORMATION		1

Item 1 -	Financial Statements	1

	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2017 and 2016	1

	Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016	2

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016	3

	Notes to Condensed Consolidated Financial Statements	4

Item 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3 -	Quantitative and Qualitative Disclosures about Market Risk	44

Item 4 -	Controls and Procedures	44

PART II OTHER INFORMATION		45

Item 1 -	Legal Proceedings	45

Item 1A -	Risk Factors	45

Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 6 -	Exhibits	46

SIGNATURES		47

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PART I - FINANCIAL INFORMATION


Item 1.	Financial Statements

INGERSOLL-RAND PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three months ended						Six months ended
	June 30,						June 30,
In millions, except per share amounts	2017			2016			2017			2016
Net revenues	$	3,908.4		$	3,688.2		$	6,909.0		$	6,582.3
Cost of goods sold	(2,653.1		)	(2,506.5		)	(4,779.2		)	(4,547.7		)
Selling and administrative expenses	(697.7		)	(668.4		)	(1,357.2		)	(1,295.9		)
Operating income	557.6			513.3			772.6			738.7
Interest expense	(54.1		)	(56.5		)	(108.1		)	(113.2		)
Other income/(expense), net	(11.5		)	394.9			(16.2		)	396.8
Earnings before income taxes	492.0			851.7			648.3			1,022.3
Provision for income taxes	(138.1		)	(92.5		)	(166.8		)	(134.4		)
Earnings from continuing operations	353.9			759.2			481.5			887.9
Discontinued operations, net of tax	8.3			(6.8		)	1.8			20.1
Net earnings	362.2			752.4			483.3			908.0
Less: Net earnings attributable to noncontrolling interests	(3.6		)	(4.8		)	(7.6		)	(8.0		)
Net earnings attributable to Ingersoll-Rand plc	$	358.6		$	747.6		$	475.7		$	900.0
Amounts attributable to Ingersoll-Rand plc ordinary shareholders:
Continuing operations	$	350.3		$	754.4		$	473.9		$	879.9
Discontinued operations	8.3			(6.8		)	1.8			20.1
Net earnings	$	358.6		$	747.6		$	475.7		$	900.0
Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders:
Basic:
Continuing operations	$	1.37		$	2.91		$	1.84		$	3.39
Discontinued operations	0.03			(0.03		)	—			0.08
Net earnings	$	1.40		$	2.88		$	1.84		$	3.47
Diluted:
Continuing operations	$	1.35		$	2.88		$	1.82		$	3.37
Discontinued operations	0.03			(0.02		)	—			0.07
Net earnings	$	1.38		$	2.86		$	1.82		$	3.44
Weighted-average shares outstanding:
Basic	256.4			259.2			257.9			259.3
Diluted	259.7			261.6			261.1			261.4
Dividends declared per ordinary share	$	0.40		$	0.32		$	0.80		$	0.64

Total comprehensive income (loss)	$	539.1		$	676.3		$	779.3		$	974.8
Less: Total comprehensive income (loss) attributable to noncontrolling interests	4.3			3.7			6.8			7.8
Total comprehensive income (loss) attributable to Ingersoll-Rand plc	$	534.8		$	672.6		$	772.5		$	967.0

See accompanying notes to Condensed Consolidated Financial Statements.

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INGERSOLL-RAND PLC

CONDENSED CONSOLIDATED BALANCE SHEETS



	(Unaudited)
In millions	June 30, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	1,310.1		$	1,714.7
Accounts and notes receivable, net	2,596.5			2,223.0
Inventories, net	1,604.5			1,385.8
Other current assets	343.9			255.8
Total current assets	5,855.0			5,579.3
Property, plant and equipment, net	1,509.6			1,511.0
Goodwill	5,779.4			5,658.4
Intangible assets, net	3,750.6			3,785.1
Other noncurrent assets	878.9			863.6
Total assets	$	17,773.5		$	17,397.4
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,599.2		$	1,334.0
Accrued compensation and benefits	409.5			469.8
Accrued expenses and other current liabilities	1,533.5			1,425.7
Short-term borrowings and current maturities of long-term debt	361.3			360.8
Total current liabilities	3,903.5			3,590.3
Long-term debt	3,704.5			3,709.4
Postemployment and other benefit liabilities	1,362.9			1,356.5
Deferred and noncurrent income taxes	884.4			884.9
Other noncurrent liabilities	1,124.2			1,138.0
Total liabilities	10,979.5			10,679.1
Equity:
Ingersoll-Rand plc shareholders’ equity:
Ordinary shares	273.6			271.7
Ordinary shares held in treasury, at cost	(1,277.9		)	(702.7		)
Capital in excess of par value	416.4			346.5
Retained earnings	8,303.2			8,018.8
Accumulated other comprehensive income (loss)	(993.7		)	(1,290.5		)
Total Ingersoll-Rand plc shareholders’ equity	6,721.6			6,643.8
Noncontrolling interests	72.4			74.5
Total equity	6,794.0			6,718.3
Total liabilities and equity	$	17,773.5		$	17,397.4

See accompanying notes to Condensed Consolidated Financial Statements.

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INGERSOLL-RAND PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Six months ended
	June 30,
In millions	2017			2016
Cash flows from operating activities:
Net earnings	$	483.3		$	908.0
Discontinued operations, net of tax	(1.8		)	(20.1		)
Adjustments for non-cash transactions:
Asset impairment	8.4			—
Depreciation and amortization	174.1			176.0
Gain on sale of Hussmann equity investment	—			(397.8		)
Changes in assets and liabilities, net	(323.3		)	(314.8		)
Other non-cash items, net	81.6			51.6
Net cash provided by (used in) continuing operating activities	422.3			402.9
Net cash provided by (used in) discontinued operating activities	(16.8		)	25.2
Net cash provided by (used in) operating activities	405.5			428.1
Cash flows from investing activities:
Capital expenditures	(79.5		)	(83.0		)
Acquisition of businesses, net of cash acquired	(39.9		)	(9.2		)
Proceeds from sale of property, plant and equipment	0.5			2.4
Proceeds from sale of Hussmann equity investment	—			422.5
Net cash provided by (used in) continuing investing activities	(118.9		)	332.7
Cash flows from financing activities:
Short-term borrowings (payments), net	(7.6		)	(150.6		)
Debt issuance costs	(0.2		)	(2.1		)
Dividends paid to ordinary shareholders	(204.8		)	(162.5		)
Dividends paid to noncontrolling interests	(7.0		)	(6.7		)
Acquisition of noncontrolling interest	(6.8		)	—
Repurchase of ordinary shares	(575.2		)	(250.1		)
Other financing activities, net	34.7			0.8
Net cash provided by (used in) continuing financing activities	(766.9		)	(571.2		)
Effect of exchange rate changes on cash and cash equivalents	75.7			2.4
Net increase (decrease) in cash and cash equivalents	(404.6		)	192.0
Cash and cash equivalents - beginning of period	1,714.7			736.8
Cash and cash equivalents - end of period	$	1,310.1		$	928.8

See accompanying notes to Condensed Consolidated Financial Statements.

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INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Ingersoll-Rand plc (Plc or Parent Company), a public limited company incorporated in Ireland in 2009, and its consolidated subsidiaries (collectively, the Company), reflect the consolidated operations of the Company and have been prepared in accordance with United States Securities and Exchange Commission (SEC) interim reporting requirements. Accordingly, the accompanying condensed consolidated financial statements do not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP) for full financial statements and should be read in conjunction with the consolidated financial statements included in the Ingersoll-Rand plc Annual Report on Form 10-K for the year ended December 31, 2016 . In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary to fairly state the condensed consolidated results for the interim periods presented. Certain reclassifications of amounts reported in prior periods have been made to conform with the current period presentation.

Note 2. Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) Accounting Standards Codification is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update (ASU) to communicate changes to the codification. The Company considers the applicability and impact of all ASU's. ASU's not listed below were assessed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.

Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" (ASU 2016-09) which simplifies several aspects of the accounting for employee share-based payment transactions. The standard makes several modifications to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. In addition, ASU 2016-09 clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. The Company adopted this standard on January 1, 2017 and prospectively presented any excess tax benefits or deficiencies in the income statement as a component of Provision for income taxes rather than in the Equity section of the Balance Sheet. As part of the adoption, the Company reclassified $15.1 million of excess tax benefits previously unrecognized on a modified retrospective basis through a cumulative-effect adjustment to increase Retained earnings as of January 1, 2017. In addition, the statement of cash flows for the six months ended June 30, 2016 was retrospectively adjusted to present $8.4 million of excess tax benefits as an operating activity rather than a financing activity.

In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (ASU 2017-04) which simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test which requires a hypothetical purchase price allocation to measure goodwill impairment. Under the new standard, a company will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-04 does not change the guidance on completing Step 1 of the goodwill impairment test and still allows a company to perform the optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. The standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019 with early adoption permitted for any impairment test performed on testing dates after January 1, 2017. The Company adopted this standard on January 1, 2017 and will apply its guidance on future impairment assessments.

In March 2017, the FASB issued ASU 2017-07, "Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07) which changes the way employers that sponsor defined benefit pension and/or postretirement benefit plans reflect net periodic benefit costs in the income statement. Under the current standard, the multiple components of net periodic benefit costs are aggregated and reported within the operating section of the income statement or capitalized into assets when appropriate. The new standard requires a company to present the service cost component of net periodic benefit cost in the same income statement line as other employee compensation costs with the remaining components of net periodic benefit cost presented separately from the service cost component and outside of any subtotal of operating income, if one is presented. In addition, only the service cost component will be eligible for capitalization in assets. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted as of the beginning of an annual period. The Company adopted this standard on January 1, 2017 applying the presentation requirements retrospectively. Refer to Note 9, "Pensions and Postretirement Benefits Other than Pensions" and Note 13, "Other Income/ (Expense), net" for additional information.

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INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Recently Issued Accounting Pronouncements

In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash" (ASU 2016-18). This standard requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows. In addition, the standard requires disclosure of the nature of restrictions on cash balances and how the statement of cash flows reconciles to the balance sheet in any situation in which the balance sheet includes more that one line item of cash, cash equivalents and restricted cash. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statements.

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory” (ASU 2016-16) which removes the prohibition in Topic 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted. The amendments are to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to Retained earnings as of the beginning of the period of adoption. The Company does not expect the adoption of this standard to have a material impact on its financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (ASU 2016-15). This standard clarifies how certain cash receipts and cash payments are classified on the statement of cash flows. The following eight specific cash flow issues are addressed: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions and separately identifiable cash flows. In addition, the standard clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statements.

In February 2016, the FASB issued ASU 2016-02, "Leases" (ASU 2016-02) which requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. The standard also requires additional disclosures by lessees and contains targeted changes to accounting by lessors. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. The standard is required to be adopted at the earliest period presented using a modified retrospective approach. The Company is currently assessing the impact of the ASU on its financial statements but anticipates the adoption to have a material impact on its assets and liabilities due to the recognition of lease rights and obligations to the Balance Sheet. However, the Company does not expect the adoption on January 1, 2019 to have a material impact to its Statements of Cash Flows or Statements of Comprehensive Income.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (ASC 606), which creates a comprehensive, five-step model for revenue recognition that requires a company to recognize revenue to depict the transfer of promised goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Under the new standard, a company will be required to use more judgment and make more estimates when considering contract terms as well as relevant facts and circumstances when identifying performance obligations, estimating the amount of variable consideration in the transaction price and allocating the transaction price to each separate performance obligation. In addition, ASC 606 enhances disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively and improves guidance for multiple-element arrangements. ASC 606 is effective for annual reporting periods beginning after December 15, 2017 and is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. Early adoption is permitted, but not before the original effective date of the standard.

In 2014, the Company began to assess the impact of adopting ASC 606 on its revenue recognition practices. Utilizing working sessions and document reviews with each of its reporting units as well as with appropriate functions such as legal and tax, the Company identified potential differences that would result from applying the requirements of the new standard on the Company's revenue contracts. During 2015, the Company drafted preliminary accounting positions addressing identified potential differences and later determined that certain highly engineered products sold to customers within the Industrial segment and which revenue is currently recognized at a point in time, will meet the criteria of a performance obligation satisfied over time under the new standard. Total applicable revenues represent approximately 4% of the Industrial segment revenue and less than 1% of total

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INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Company revenue. While the Company is still in the process of assessing the impact to the financial statements, management believes the adoption of ASC 606 will not have a material impact to Net revenues , Operating income or the Balance Sheet. In addition, the Company intends to apply the guidance by recognizing the cumulative effect of initially applying the standard as an opening balance sheet adjustment to equity in the period of initial adoption.

Note 3. Inventories

Depending on the business, U.S. inventories are stated at the lower of cost or market using the last-in, first-out (LIFO) method or the lower of cost or market using the first-in, first-out (FIFO) method. Non-U.S. inventories are primarily stated at the lower of cost or market using the FIFO method.

The major classes of inventory were as follows:



In millions	June 30, 2017			December 31, 2016
Raw materials	$	503.3		$	448.5
Work-in-process	176.7			154.0
Finished goods	986.6			845.6
	1,666.6			1,448.1
LIFO reserve	(62.1		)	(62.3		)
Total	$	1,604.5		$	1,385.8

The Company performs periodic assessments to determine the existence of obsolete, slow-moving and non-saleable inventories and records necessary provisions to reduce such inventories to net realizable value. Reserve balances, primarily related to obsolete and slow-moving inventories, were $ 120.3 million and $ 111.7 million at June 30, 2017 and December 31, 2016 , respectively.

Note 4. Goodwill

The Company records as goodwill the excess of the purchase price over the fair value of the net assets acquired. Once the final valuation has been performed for each acquisition, adjustments may be recorded. Goodwill is tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of a reporting unit may be less than the carrying amount of the reporting unit.

The changes in the carrying amount of goodwill for the six months ended June 30, 2017 were as follows:



In millions	Climate		Industrial		Total
Net balance as of December 31, 2016	$	4,879.1	$	779.3	$	5,658.4
Acquisitions	2.6		—		2.6
Currency translation	99.0		19.4		118.4
Net balance as of June 30, 2017	$	4,980.7	$	798.7	$	5,779.4

The net goodwill balances at June 30, 2017 and December 31, 2016 include $ 2,496.0 million of accumulated impairment. The accumulated impairment relates entirely to a charge in the fourth quarter of 2008 associated with the Climate segment.

During 2017, the Company acquired several businesses, including channel acquisitions, that complement existing products and services. These acquisitions were recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations. As a result, the aggregate purchase price has been allocated to assets acquired and liabilities assumed based on the estimate of fair market value of such assets and liabilities at the date of acquisition. Intangible assets associated with these acquisitions primarily relate to technology, trademarks and/or customer relationships. Any excess of the purchase price is recognized as goodwill.

Note 5. Intangible Assets

Indefinite-lived intangible assets are tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset. All other intangible assets with finite useful lives are being amortized on a straight-line basis over their estimated useful lives.

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INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The gross amount of the Company’s intangible assets and related accumulated amortization were as follows:



	June 30, 2017							December 31, 2016
In millions	Gross carrying amount		Accumulated amortization			Net carrying amount		Gross carrying amount		Accumulated amortization			Net carrying amount
Completed technologies/patents	$	207.1	$	(171.9	)	$	35.2	$	203.0	$	(165.6	)	$	37.4
Customer relationships	2,038.4		(992.2		)	1,046.2		2,008.9		(926.1		)	1,082.8
Other	64.4		(50.9		)	13.5		61.1		(48.5		)	12.6
Total finite-lived intangible assets	2,309.9		(1,215.0		)	1,094.9		2,273.0		(1,140.2		)	1,132.8
Trademarks (indefinite-lived)	2,655.7		—			2,655.7		2,652.3		—			2,652.3
Total	$	4,965.6	$	(1,215.0	)	$	3,750.6	$	4,925.3	$	(1,140.2	)	$	3,785.1

Intangible asset amortization expense was $32.5 million and $33.2 million for the three months ended June 30, 2017 and 2016 , respectively. Intangible asset amortization expense was $64.7 million and $66.1 million for the six months ended June 30, 2017 and 2016 , respectively.

Note 6. Debt and Credit Facilities

Short-term borrowings and current maturities of long-term debt consisted of the following:



In millions	June 30, 2017		December 31, 2016
Debentures with put feature	$	343.0	$	343.0
Other current maturities of long-term debt	7.7		7.7
Short-term borrowings	10.6		10.1
Total	$	361.3	$	360.8

Commercial Paper Program

The Company uses borrowings under its commercial paper program for general corporate purposes. The maximum aggregate amount of unsecured commercial paper notes available to be issued, on a private placement basis, under the commercial paper program is $ 2.0 billion as of June 30, 2017 .

Debentures with Put Feature

At June 30, 2017 and December 31, 2016 , the Company had $343.0 million of fixed rate debentures outstanding which contain a put feature that the holders may exercise on each anniversary of the issuance date. If exercised, the Company is obligated to repay in whole or in part, at the holder’s option, the outstanding principal amount of the debentures plus accrued interest. If these options are not exercised, the final contractual maturity dates would range between 2027 and 2028 . Holders of these debentures had the option to exercise the put feature on $37.2 million of the outstanding debentures in February 2017, subject to the notice requirement. No material exercises were made.

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INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Long-term debt , excluding current maturities, consisted of the following:



In millions	June 30, 2017		December 31, 2016
6.875% Senior notes due 2018	$	749.0	$	748.6
2.875% Senior notes due 2019	349.1		348.6
2.625% Senior notes due 2020	298.7		298.5
9.000% Debentures due 2021	124.8		124.8
4.250% Senior notes due 2023	696.2		695.6
7.200% Debentures due 2018-2025	52.3		59.7
3.550% Senior notes due 2024	494.9		494.5
6.480% Debentures due 2025	149.7		149.7
5.750% Senior notes due 2043	493.9		493.6
4.650% Senior notes due 2044	295.5		295.4
Other loans and notes	0.4		0.4
Total	$	3,704.5	$	3,709.4

Other Credit Facilities

The Company maintains two 5-year, $ 1.0 billion revolving credit facilities (the Facilities) through its wholly-owned subsidiaries, Ingersoll-Rand Global Holding Company Limited and Ingersoll-Rand Luxembourg Finance S.A. (collectively, the Borrowers). Each senior unsecured credit facility, one of which matures in March 2019 and the other in March 2021, provides support for the Company's commercial paper program and can be used for working capital and other general corporate purposes. Ingersoll-Rand plc, Ingersoll-Rand Irish Holdings Unlimited Company, Ingersoll-Rand Lux International Holding Company S.à.r.l. and Ingersoll-Rand Company each provide irrevocable and unconditional guarantees for these Facilities. In addition, each Borrower will guarantee the obligations under the Facilities of the other Borrower. Total commitments of $ 2.0 billion were unused at June 30, 2017 and December 31, 2016 .

Fair Value of Debt

The carrying value of the Company's short-term borrowings is a reasonable estimate of fair value due to the short-term nature of the instruments. The fair value of the Company's debt instruments at June 30, 2017 and December 31, 2016 was $4.5 billion and $4.4 billion , respectively. The Company measures the fair value of its long-term debt instruments for disclosure purposes based upon observable market prices quoted on public exchanges for similar assets. These fair value inputs are considered Level 2 within the fair value hierarchy. The methodologies used by the Company to determine the fair value of its long-term debt instruments at June 30, 2017 are the same as those used at December 31, 2016 .

Note 7. Financial Instruments

In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors. These fluctuations can increase the cost of financing, investing and operating the business. The Company may use various financial instruments, including derivative instruments, to manage the risks associated with interest rate and currency rate exposures. These financial instruments are not used for trading or speculative purposes.

On the date a derivative contract is entered into, the Company designates the derivative instrument as a cash flow hedge of a forecasted transaction or as an undesignated derivative. The Company formally documents its hedge relationships, including identification of the derivative instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction. This process includes linking derivative instruments that are designated as hedges to specific assets, liabilities or forecasted transactions.

The Company assesses at inception, and at least quarterly thereafter, whether the derivatives used in cash flow hedging transactions are highly effective in offsetting the changes in the cash flows of the hedged item. To the extent the derivative is deemed to be a highly effective hedge, the fair market value changes of the instrument are recorded in Accumulated other comprehensive income (AOCI). Any ineffective portion of a derivative instrument’s change in fair value is recorded in Net earnings in the period of change. If the hedging relationship ceases to be highly effective, or it becomes probable that a forecasted transaction is no longer expected to occur, the hedging relationship will be undesignated and any future gains and losses on the derivative instrument will be recorded in Net earnings .

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INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The fair values of derivative instruments included within the Condensed Consolidated Balance Sheets were as follows:



	Derivative assets				Derivative liabilities
In millions	June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Derivatives designated as hedges:
Currency derivatives designated as hedges	$	—	$	0.3	$	2.5	$	2.9
Derivatives not designated as hedges:
Currency derivatives not designated as hedges	10.2		0.3		1.7		17.9
Total derivatives	$	10.2	$	0.6	$	4.2	$	20.8

Asset and liability derivatives included in the table above are recorded within Other current assets and Accrued expenses and other current liabilities , respectively.

Currency Derivative Instruments

The notional amount of the Company’s currency derivatives was $ 0.8 billion and $ 1.1 billion at June 30, 2017 and December 31, 2016 , respectively. At June 30, 2017 and December 31, 2016 , a net loss of $ 2.2 million and net gain of $ 2.4 million , net of tax, respectively, was included in AOCI related to the fair value of the Company’s currency derivatives designated as accounting hedges. The amount expected to be reclassified into Net earnings over the next twelve months is a loss of $ 2.2 million . The actual amounts that will be reclassified to Net earnings may vary from this amount as a result of changes in market conditions. Gains and losses associated with the Company’s currency derivatives not designated as hedges are recorded in Net earnings as changes in fair value occur. At June 30, 2017 , the maximum term of the Company’s currency derivatives was approximately 12 months.

Other Derivative Instruments

The Company has utilized forward-starting interest rate swaps and interest rate locks to manage interest rate exposure in periods prior to the anticipated issuance of fixed-rate debt. These instruments were designated as cash flow hedges and had a notional amount of $ 1.3 billion . Consequently, when the contracts were settled upon the issuance of the underlying debt, any realized gains or losses in the fair values of the instruments were deferred into AOCI. These deferred gains or losses are subsequently recognized in Interest expense over the term of the related notes. The net unrecognized gain in AOCI was $ 6.3 million at June 30, 2017 and $6.0 million at December 31, 2016 . The net deferred gain at June 30, 2017 will continue to be amortized over the term of notes with maturities ranging from 2018 to 2044. The amount expected to be amortized over the next twelve months is a net loss of $ 0.5 million . The Company has no forward-starting interest rate swaps or interest rate lock contracts outstanding at June 30, 2017 or December 31, 2016 .

The following table represents the amounts associated with derivatives designated as hedges affecting Net earnings and AOCI for the three months ended June 30 :



	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	2017			2016			2017			2016
Currency derivatives designated as hedges	$	(1.8	)	$	4.6	Cost of goods sold	$	(0.4	)	$	1.3
Interest rate swaps & locks	—			—		Interest expense	(0.2		)	(0.2		)
Total	$	(1.8	)	$	4.6		$	(0.6	)	$	1.1

The following table represents the amounts associated with derivatives not designated as hedges affecting Other income/(expense), net for the for the three months ended June 30 :



	Amount of gain (loss) recognized in Net earnings
In millions	2017		2016
Currency derivatives not designated as hedges	$	13.8	$	(14.8	)
Total	$	13.8	$	(14.8	)

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INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table represents the amounts associated with derivatives designated as hedges affecting Net earnings and AOCI for the six months ended June 30 :



	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	2017			2016			2017			2016
Currency derivatives designated as hedges	$	(0.6	)	$	6.6	Cost of goods sold	$	(0.7	)	$	2.0
Interest rate swaps & locks	—			—		Interest expense	(0.3		)	(0.3		)
Total	$	(0.6	)	$	6.6		$	(1.0	)	$	1.7

The following table represents the amounts associated with derivatives not designated as hedges affecting Other income/(expense), net for the six months ended June 30 :



	Amount of gain (loss) recognized in Net earnings
In millions	2017		2016
Currency derivatives not designated as hedges	$	33.8	$	11.4
Total	$	33.8	$	11.4

The gains and losses associated with the Company’s undesignated currency derivatives are materially offset in Other income/(expense), net by changes in the fair value of the underlying transactions.

Concentration of Credit Risk

The counterparties to the Company’s forward contracts consist of a number of investment grade major international financial institutions. The Company could be exposed to losses in the event of nonperformance by the counterparties. However, the credit ratings and the concentration of risk in these financial institutions are monitored on a continuous basis and present no significant credit risk to the Company.

Note 8. Fair Value Measurements

ASC 820, "Fair Value Measurement," (ASC 820) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:


•	Level 1: Observable inputs such as quoted prices in active markets;


•	Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and


•	Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2017 :



In Millions	Fair Value		Fair value measurements
In Millions	Fair Value		Level 1		Level 2		Level 3
Assets:
Derivative instruments	$	10.2	$	—	$	10.2	$	—
Liabilities:
Derivative instruments	$	4.2	$	—	$	4.2	$	—

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INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 :



In Millions	Fair Value		Fair value measurements
In Millions	Fair Value		Level 1		Level 2		Level 3
Assets:
Derivative instruments	$	0.6	$	—	$	0.6	$	—
Liabilities:
Derivative instruments	$	20.8	$	—	$	20.8	$	—

Derivative instruments include forward foreign currency contracts and instruments related to non-functional currency balance sheet exposures. The fair value of the derivative instruments are determined based on a pricing model that uses spot rates and forward prices from actively quoted currency markets that are readily accessible and observable.

The carrying values of cash and cash equivalents, accounts receivable, and accounts payable are a reasonable estimate of their fair value due to the short-term nature of these instruments. These methodologies used by the Company to determine the fair value of its financial assets and liabilities at June 30, 2017 are the same as those used at December 31, 2016 . There have been no transfers between levels of the fair value hierarchy.

Note 9. Pensions and Postretirement Benefits Other than Pensions

The Company sponsors several U.S. defined benefit and defined contribution plans covering substantially all of the Company's U.S. employees. Additionally, the Company has many non-U.S. defined benefit and defined contribution plans covering eligible non-U.S. employees. Postretirement benefits other than pensions (OPEB) provide healthcare benefits, and in some instances, life insurance benefits for certain eligible employees.

On January 1, 2017, the Company adopted ASU 2017-07 which requires a company to present the service cost component of net periodic benefit cost in the same income statement line as other employee compensation costs with the remaining components of net periodic benefit cost presented separately from the service cost component and outside of any subtotal of operating income, if one is presented. The Company applied the presentation requirements retrospectively.

Pension Plans

The noncontributory defined benefit pension plans covering non-collectively bargained U.S. employees provide benefits on a final average pay formula while plans for most collectively bargained U.S. employees provide benefits on a flat dollar benefit formula or a percentage of pay formula. The non-U.S. pension plans generally provide benefits based on earnings and years of service. The Company also maintains additional other supplemental plans for officers and other key or highly compensated employees.

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INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The components of the Company’s net periodic pension benefit cost for the three and six months ended June 30 were as follows:



	Three months ended						Six months ended
In millions	2017			2016			2017			2016
Service cost	$	17.9		$	18.3		$	35.7		$	36.5
Interest cost	27.0			28.5			54.0			56.9
Expected return on plan assets	(35.2		)	(36.1		)	(70.4		)	(72.2		)
Net amortization of:
Prior service costs	0.9			1.2			1.9			2.4
Net actuarial losses	13.5			15.1			27.1			30.3
Net periodic pension benefit cost	$	24.1		$	27.0		$	48.3		$	53.9
Net curtailment loss	—			—			2.3			—
Net periodic pension benefit cost after net curtailment and settlement (gains) losses	$	24.1		$	27.0		$	50.6		$	53.9
Amounts recorded in continuing operations:
Operating income	17.2			17.6			$	34.3		35.1
Other income/(expense), net	4.5			6.9			11.5			13.8
Amounts recorded in discontinued operations	2.4			2.5			4.8			5.0
Total	$	24.1		$	27.0		$	50.6		$	53.9

During the three months ended March 31, 2017, the Company recognized a curtailment loss associated with certain defined benefit plan freezes that is effective January 1, 2022. As a result, projected benefit obligations for these plans were remeasured as of January 31, 2017.

The Company made contributions to its defined benefit pension plans of $ 14.6 million and $ 11.6 million during the six months ended June 30, 2017 and 2016 , respectively. The Company currently projects that it will contribute approximately $98 million to its plans worldwide in 2017.

Postretirement Benefits Other Than Pensions

The Company sponsors several postretirement plans that provide for healthcare benefits, and in some instances, life insurance benefits that cover certain eligible employees. These plans are unfunded and have no plan assets, but are instead funded by the Company on a pay-as-you-go basis in the form of direct benefit payments. Generally, postretirement health benefits are contributory with contributions adjusted annually. Life insurance plans for retirees are primarily noncontributory.

The components of net periodic postretirement benefit cost for the three and six months ended June 30 were as follows:



	Three months ended						Six months ended
In millions	2017			2016			2017			2016
Service cost	$	0.7		$	1.0		$	1.5		$	1.9
Interest cost	4.2			4.5			8.5			9.0
Net amortization of:
Prior service gains	(2.1		)	(2.2		)	(4.3		)	(4.4		)
Net actuarial losses	—			—			—			—
Net periodic postretirement benefit cost	$	2.8		$	3.3		$	5.7		$	6.5
Amounts recorded in continuing operations:
Operating income	0.7			1.0			$	1.5		$	1.9
Other income/(expense), net	1.7			1.2			2.9			2.4
Amounts recorded in discontinued operations	0.4			1.1			1.3			2.2
Total	$	2.8		$	3.3		$	5.7		$	6.5

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INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10. Equity

The authorized share capital of Ingersoll-Rand plc is 1,185,040,000 shares, consisting of (1) 1,175,000,000 ordinary shares, par value $ 1.00 per share, (2) 40,000 ordinary shares, par value EUR 1.00 and (3) 10,000,000 preference shares, par value $ 0.001 per share. There were no Euro-denominated ordinary shares or preference shares outstanding at June 30, 2017 or December 31, 2016 .

Changes in ordinary shares and treasury shares for the six months ended June 30, 2017 are as follows:



In millions	Ordinary shares issued	Ordinary shares held in treasury
December 31, 2016	271.7	12.7
Shares issued under incentive plans, net	1.9	—
Repurchase of ordinary shares	—	6.9
June 30, 2017	273.6	19.6

Share repurchases are made from time to time in accordance with management's capital allocation strategy, subject to market conditions and regulatory requirements. In February 2014, the Company's Board of Directors authorized the repurchase of up to $ 1.5 billion of its ordinary shares under a share repurchase program that began in April 2014. Shares repurchased prior to October 2014 were canceled upon repurchase and accounted for as a reduction of Ordinary shares and Capital in excess of par value , or Retained earnings to the extent Capital in excess of par value was exhausted. Beginning in October 2014, repurchased shares were held in treasury and recognized at cost. Ordinary shares held in treasury are presented separately on the balance sheet as a reduction to Equity . This repurchase program was completed in the second quarter of 2017. In February 2017, the Company's Board of Directors authorized the repurchase of up to $1.5 billion of its ordinary shares under a new share repurchase program upon completion of the prior authorized share repurchase program. Repurchases under this program began in May 2017 and total approximately $159 million at June 30, 2017. As a result, the Company has approximately $1.3 billion remaining under the newly authorized program. Combined, the Company repurchased $575.2 million of its ordinary shares during the six months ended June 30, 2017 .

The components of Equity for the six months ended June 30, 2017 were as follows:



In millions	Shareholders’ equity			Noncontrolling interests			Total equity
Balance at December 31, 2016	$	6,643.8		$	74.5		$	6,718.3
Net earnings	475.7			7.6			483.3
Currency translation	288.9			(0.8		)	288.1
Derivatives qualifying as cash flow hedges, net of tax	0.6			—			0.6
Pension and OPEB adjustments, net of tax	7.3			—			7.3
Total comprehensive income (loss)	772.5			6.8			779.3
Share-based compensation	40.1			—			40.1
Adoption of ASU 2016-09 (See Note 2)	15.1			—			15.1
Acquisition of noncontrolling interest	(4.9		)	(1.9		)	(6.8		)
Dividends declared to noncontrolling interests	—			(7.0		)	(7.0		)
Dividends declared to ordinary shareholders	(204.8		)	—			(204.8		)
Shares issued under incentive plans, net of tax benefit	35.0			—			35.0
Repurchase of ordinary shares	(575.2		)	—			(575.2		)
Balance at June 30, 2017	$	6,721.6		$	72.4		$	6,794.0

Table of Contents

INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The components of Equity for the six months ended June 30, 2016 were as follows:



In millions	Shareholders’ equity			Noncontrolling interests			Total equity
Balance at December 31, 2015	$	5,816.7		$	62.5		$	5,879.2
Net earnings	900.0			8.0			908.0
Currency translation	34.1			(0.2		)	33.9
Derivatives qualifying as cash flow hedges, net of tax	4.4			—			4.4
Pension and OPEB adjustments, net of tax	28.5			—			28.5
Total comprehensive income (loss)	967.0			7.8			974.8
Share-based compensation	36.8			—			36.8
Dividends declared to noncontrolling interests	—			(6.7		)	(6.7		)
Dividends declared to ordinary shareholders	(164.8		)	—			(164.8		)
Shares issued under incentive plans, net of tax benefit	9.2			—			9.2
Repurchase of ordinary shares	(250.1		)	—			(250.1		)
Other	(0.4		)	—			(0.4		)
Balance at June 30, 2016	$	6,414.4		$	63.6		$	6,478.0

Accumulated Other Comprehensive Income (Loss)

The changes in Accumulated other comprehensive income (loss) for the six months ended June 30, 2017 are as follows:



In millions	Derivative Instruments			Pension and OPEB			Foreign Currency Translation			Total
Balance at December 31, 2016	$	2.9		$	(554.4	)	$	(739.0	)	$	(1,290.5	)
Other comprehensive income (loss) before reclassifications	(0.6		)	(8.7		)	288.9			279.6
Amounts reclassified from AOCI	1.0			24.7			—			25.7
Provision for income taxes	0.2			(8.7		)	—			(8.5		)
Net current period other comprehensive income (loss)	$	0.6		$	7.3		$	288.9		$	296.8
Balance at June 30, 2017	$	3.5		$	(547.1	)	$	(450.1	)	$	(993.7	)

The changes in Accumulated other comprehensive income (loss) for the six months ended June 30, 2016 are as follows:



In millions	Derivative Instruments			Pension and OPEB			Foreign Currency Translation			Total
Balance at December 31, 2015	$	5.1		$	(630.4	)	$	(495.6	)	$	(1,120.9	)
Other comprehensive income (loss) before reclassifications	6.6			9.8			34.1			50.5
Amounts reclassified from AOCI	(1.7		)	28.3			—			26.6
Provision for income taxes	(0.5		)	(9.6		)	—			(10.1		)
Net current period other comprehensive income (loss)	$	4.4		$	28.5		$	34.1		$	67.0
Balance at June 30, 2016	$	9.5		$	(601.9	)	$	(461.5	)	$	(1,053.9	)

Table of Contents

INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The reclassifications out of Accumulated other comprehensive income (loss) for the three and six months ended June 30 were as follows:



	Three months ended						Six months ended
In millions	2017			2016			2017			2016

Derivative Instruments
Reclassifications of deferred (gains) losses ⁽¹⁾	$	0.6		$	(1.1	)	$	1.0		$	(1.7	)
Provision (benefit) for income taxes	0.3			0.2			0.2			0.2
Reclassifications, net of taxes	$	0.9		$	(0.9	)	$	1.2		$	(1.5	)

Pension and Postretirement benefits
Amortization of service costs ⁽²⁾	$	(1.2	)	$	(1.0	)	$	(2.4	)	$	(2.0	)
Amortization of actuarial losses ⁽²⁾	13.5			15.1			27.1			30.3
Provision for (benefit from) for income taxes	(3.7		)	(5.1		)	(8.7		)	(9.6		)
Reclassifications, net of taxes	$	8.6		$	9.0		$	16.0		$	18.7

Total reclassifications, net of taxes	$	9.5		$	8.1		$	17.2		$	17.2

(1) Reclassifications of interest rate swaps and locks are reflected within Interest expense ; reclassifications of currency derivatives designated as hedges are reflected in Cost of goods sold .

(2) Reclassifications of the service cost component of pension and postretirement benefit costs are reflected within Operating income ; the remaining components are included within Other income/(expense), net .

Note 11. Share-Based Compensation

The Company accounts for stock-based compensation plans in accordance with ASC 718, "Compensation - Stock Compensation" (ASC 718), which requires a fair-value based method for measuring the value of stock-based compensation. Fair value is measured once at the date of grant and is not adjusted for subsequent changes. The Company’s share-based compensation plans include programs for stock options, restricted stock units (RSUs), performance share units (PSUs) and deferred compensation.

Compensation Expense

Share-based compensation expense is related to continuing operations and is included in Selling and administrative expenses . The expense recognized for the three and six months ended June 30 were as follows:



	Three months ended						Six months ended
In millions	2017			2016			2017			2016
Stock options	$	4.0		$	3.9		$	12.7		$	11.4
RSUs	6.6			6.9			16.9			16.4
Performance shares	6.8			5.0			11.2			9.5
Other	1.7			0.9			3.1			2.7
Pre-tax expense	19.1			16.7			43.9			40.0
Tax benefit	(7.3		)	(6.4		)	(16.8		)	(15.3		)
After-tax expense	$	11.8		$	10.3		$	27.1		$	24.7

Table of Contents

INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Stock Options / RSUs

Eligible participants may receive (i) stock options, (ii) RSUs or (iii) a combination of both stock options and RSUs. The fair value of each of the Company’s stock option and RSU awards is expensed on a straight-line basis over the required service period, which is generally the 3 -year vesting period. However, for stock options and RSUs granted to retirement eligible employees, the Company recognizes an expense for the entire fair value at the grant date. Grants issued during the six months ended June 30 were as follows:



	2017			2016
	Number granted	Weighted- average fair value per award		Number granted	Weighted- average fair value per award
Stock options	1,517,235	$	13.46	1,958,476	$	9.42
RSUs	335,743	$	80.36	482,001	$	51.13

The average fair value of the stock options granted is determined using the Black-Scholes option-pricing model. The following assumptions were used during the six months ended June 30 :



	2017		2016
Dividend yield	2.00	%	2.55	%
Volatility	22.46	%	28.60	%
Risk-free rate of return	1.80	%	1.12	%
Expected life in years	4.8		4.8

A description of the significant assumptions used to estimate the fair value of the stock option awards is as follows:


•	Volatility - The expected volatility is based on a weighted average of the Company’s implied volatility and the most recent historical volatility of the Company’s stock commensurate with the expected life.


•	Risk-free rate of return - The Company applies a yield curve of continuous risk-free rates based upon the published U.S. Treasury spot rates on the grant date.


•	Expected life - The expected life of the Company’s stock option awards represents the weighted-average of the actual period since the grant date for all exercised or cancelled options and an expected period for all outstanding options.


•	Dividend yield - The Company determines the dividend yield based upon the expected quarterly dividend payments as of the grant date and the current fair market value of the Company’s stock.


•	Forfeiture Rate - The Company analyzes historical data of forfeited options to develop a reasonable expectation of the number of options to forfeit prior to vesting per year. This expected forfeiture rate is applied to the Company’s ongoing compensation expense; however, all expense is adjusted to reflect actual vestings and forfeitures.

Performance Shares

The Company has a Performance Share Program (PSP) for key employees. The program provides awards in the form of PSUs based on performance against pre-established objectives. The annual target award level is expressed as a number of the Company's ordinary shares. All PSUs are settled in the form of ordinary shares. During the six months ended June 30, 2017 , the Company granted PSUs with a maximum award level of approximately 0.4 million shares with a weighted-average fair value per award of $ 93.17 .

PSU awards are earned based 50% upon a performance condition, measured at each reporting period by relative EPS growth to the industrial group of companies in the S&P 500 Index and the fair market value of the Company's stock on the date of grant, and 50% upon a market condition, measured by the Company's relative total shareholder return (TSR) as compared to the TSR of the industrial group of companies in the S&P 500 Index over the 3-year performance period. The fair value of the market condition is estimated using a Monte Carlo Simulation approach in a risk-neutral framework based upon historical volatility, risk-free rates and correlation matrix.

Table of Contents

INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Deferred Compensation

The Company allows key employees to defer a portion of their eligible compensation into a number of investment choices, including its ordinary share equivalents. Any amounts invested in ordinary share equivalents will be settled in ordinary shares of the Company at the time of distribution.

Note 12. Restructuring Activities

The Company incurs ongoing costs associated with restructuring initiatives intended to result in improved operating performance, profitability and working capital levels. Actions associated with these initiatives may include workforce reduction, improving manufacturing productivity, realignment of management structures and rationalizing certain assets. The following table details restructuring charges recorded during the three and six months ended June 30 :



	Three months ended					Six months ended
In millions	2017		2016			2017		2016
Climate	$	1.8	$	0.9		$	29.8	$	2.8
Industrial	3.4		5.2			8.1		8.3
Corporate and Other	0.3		(1.0		)	0.3		2.4
Total	$	5.5	$	5.1		$	38.2	$	13.5

Cost of goods sold	$	2.3	$	1.8		$	32.6	$	3.8
Selling and administrative expenses	3.2		3.3			5.6		9.7
Total	$	5.5	$	5.1		$	38.2	$	13.5

The changes in the restructuring reserve for the six months ended June 30, 2017 were as follows:



In millions	Climate			Industrial			Corporate and Other			Total
December 31, 2016	$	3.4		$	4.3		$	0.6		$	8.3
Additions, net of reversals ⁽¹⁾	14.2			8.1			0.3			22.6
Cash paid/other	(5.9		)	(7.6		)	(0.3		)	(13.8		)
June 30, 2017	$	11.7		$	4.8		$	0.6		$	17.1

(1) Excludes the non-cash costs of asset rationalizations ($8.4 million). In addition, a non-cash pension curtailment ($2.5 million) and an enhanced retiree medical benefit ($4.7 million) triggered upon announcement of the restructuring, impact the Company's outstanding benefit obligations and are excluded from this table.

Ongoing restructuring actions primarily include workforce reductions as well as the closure and consolidation of multiple manufacturing facilities in an effort to improve the Company's cost structure. During the first quarter of 2017, the Company announced plans to close three manufacturing facilities during 2017, the largest of which is a U.S. manufacturing facility within the Climate segment that will relocate production to other U.S. facilities. As of June 30, 2017 , the Company had $17.1 million accrued for costs associated with its ongoing restructuring actions, of which a majority is expected to be paid within one year and primarily relate to workforce reduction benefits.

In addition, the Company incurred $0.4 million of non-qualified restructuring charges during six months ended June 30, 2017 , which represent costs that are directly attributable to restructuring activities, but do not fall into the severance, exit or disposal category. These non-qualified restructuring charges were incurred to improve the Company's cost structure.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 13. Other Income/(Expense), Net

The components of Other income/(expense), net for the three and six months ended June 30 are as follows:



	Three months ended						Six months ended
In millions	2017			2016			2017			2016
Interest income	$	1.3		$	2.6		$	4.4		$	4.6
Exchange gain (loss)	(3.4		)	3.8			(1.5		)	9.3
Other components of net periodic benefit cost	(6.2		)	(8.1		)	(14.4		)	(16.2		)
Income (loss) from equity investment	—			—			—			(0.8		)
Income (loss) from Hussmann equity investment	—			397.8			—			397.8
Other activity, net	(3.2		)	(1.2		)	(4.7		)	2.1
Other income/(expense), net	$	(11.5	)	$	394.9		$	(16.2	)	$	396.8

Other income /(expense), net includes the results from activities other than normal business operations such as interest income and foreign currency gains and losses on transactions that are denominated in a currency other than an entity’s functional currency. Other components include insurance settlements on asbestos-related matters and the revaluation of asbestos recoveries. In addition, the Company includes the components of net periodic benefit cost for pension and post retirement obligations other than the service cost component within Other income/(expense), net as a result of the adoption of ASU 2017-07.

Sale of Hussmann Equity Investment

During 2011, the Company completed the sale of a controlling interest in its Hussmann refrigerated display case business (Hussmann) to a newly-formed affiliate (Hussmann Parent) of private equity firm Clayton Dubilier & Rice, LLC (CD&R). Per the terms of the agreement, CD&R’s ownership interest in Hussmann at the acquisition date was 60% with the remaining 40% being retained by the Company. As a result, the Company accounted for its interest in Hussmann using the equity method of accounting.

On December 21, 2015, the Company announced it would sell its remaining equity interest in Hussmann as part of a transaction in which Panasonic Corporation would acquire 100 percent of Hussmann's outstanding shares. The transaction was completed on April 1, 2016. The Company received net proceeds of $ 422.5 million , including closing settlement amounts, for its interest and recognized a gain of $ 397.8 million on the sale during the second quarter of 2016.

Note 14. Income Taxes

The Company accounts for its provision for income taxes in accordance with ASC 740, "Income Taxes," which requires an estimate of the annual effective income tax rate for the full year to be applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year. For the six months ended June 30, 2017 and June 30, 2016 , the Company's effective income tax rate was 25.7 % and 13.1 %, respectively. The effective income tax rate for the six months ended June 30, 2017 was lower than the U.S. statutory rate of 35% primarily due to the recognition of excess tax benefits from employee share-based payments in Provision for income taxes as a result of the adoption of ASU 2016-09 on January 1, 2017 and earnings in non-U.S. jurisdictions, which in aggregate, have a lower effective tax rate, partially offset by a non-cash charge related to the establishment of a valuation allowance on certain net deferred tax assets in Brazil. Excess tax benefits from employee share-based payments decreased the effective tax rate by 3.2% and the establishment of the Brazil valuation allowance increased the effective tax rate by 5.1 %. The effective tax rate for the six months ended June 30, 2016 was lower than the U.S. statutory rate of 35% primarily due to the tax treatment of the Hussmann gain. The gain, which was not subject to tax under the relevant local tax laws, decreased the effective tax rate by 8.5 %. In addition, the effective tax rate was impacted by earnings in non-U.S. jurisdictions, which in aggregate, have a lower effective tax rate.

Total unrecognized tax benefits as of June 30, 2017 and December 31, 2016 were $ 108.6 million and $ 107.1 million , respectively. Although management believes its tax positions and related provisions reflected in the consolidated financial statements are fully supportable, it recognizes that these tax positions and related provisions may be challenged by various tax authorities. These tax positions and related provisions are reviewed on an ongoing basis and are adjusted as additional facts and information become available, including progress on tax audits, changes in interpretations of tax laws, developments in case law and closing of statute of limitations. To the extent that the ultimate results differ from the original or adjusted estimates of the Company, the effect will be recorded in Provision for income taxes.

The provision for income taxes involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which the Company operates. Future changes in applicable laws, projected levels of taxable income

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and tax planning could change the effective tax rate and tax balances recorded by the Company. In addition, tax authorities periodically review income tax returns filed by the Company and can raise issues regarding its filing positions, timing and amount of income or deductions, and the allocation of income among the jurisdictions in which the Company operates. A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. In the normal course of business the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Brazil, Canada, China, France, Germany, Ireland, Italy, Mexico, Spain, Switzerland, the Netherlands and the United States. In general, the examination of the Company’s material tax returns is complete or effectively settled for the years prior to 2008, with certain matters prior to 2008 being resolved through appeals and litigation.

The Company has certain deferred tax assets in Brazil, primarily comprised of net operating loss carryforwards, with a tax effected value of approximately $33 million at December 31, 2016. The operating results of the entities associated with these deferred tax assets have experienced declines in 2016 and 2015 due to market slowdowns in Brazil. The Company concluded that these deferred tax assets, which have an indefinite life, did not require a valuation allowance as of December 31, 2016 due to forecasted profitability and to-be implemented tax planning actions. In the second quarter of 2017, the Company updated its financial forecast and concluded that the forecasted operating results of these entities was further reduced due to weaker markets in Brazil during 2017. This additional negative evidence led the Company to conclude that it is more likely than not that the net deferred tax assets in Brazil will not be realized. As a result, the Company established a valuation allowance during the second quarter of 2017 of approximately $33 million.

Note 15. Discontinued Operations

The Company has retained costs from previously sold businesses that mainly include expenses related to postretirement benefits, product liability and legal costs (mostly asbestos related). The components of Discontinued operations, net of tax for the three and six months ended June 30 were as follows:



	Three months ended						Six months ended
In millions	2017			2016			2017		2016
Pre-tax earnings (loss) from discontinued operations	$	10.0		$	(8.4	)	$	0.9	$	12.6
Tax benefit (expense)	(1.7		)	1.6			0.9		7.5
Discontinued operations, net of tax	$	8.3		$	(6.8	)	$	1.8	$	20.1

Pre-tax earnings (loss) from discontinued operations for the six months ended June 30, 2017 consists of various items including losses realized from asbestos-related matters, environmental expenditures, and pension expenses. Pre-tax earnings from discontinued operations for the three months ended June 30, 2017 also include income realized from settlements with insurance carriers related to asbestos. In addition, pre-tax earnings from discontinued operations for the six months ended June 30, 2016 includes income realized from a settlement with an insurance carrier related to asbestos as well as a realized gain on the sale of property relating to a previously sold business. Refer to Note 18, "Commitments and Contingencies," for more information regarding asbestos-related matters.

Note 16. Earnings Per Share (EPS)

Basic EPS is calculated by dividing Net earnings attributable to Ingersoll-Rand plc by the weighted-average number of ordinary shares outstanding for the applicable period. Diluted EPS is calculated after adjusting the denominator of the basic EPS calculation for the effect of all potentially dilutive ordinary shares, which in the Company’s case, includes shares issuable under share-based compensation plans. The following table summarizes the weighted-average number of ordinary shares outstanding for basic and diluted earnings per share calculations for the three and six months ended June 30 :



	Three months ended		Six months ended
In millions	2017	2016	2017	2016
Weighted-average number of basic shares	256.4	259.2	257.9	259.3
Shares issuable under incentive stock plans	3.3	2.4	3.2	2.1
Weighted-average number of diluted shares	259.7	261.6	261.1	261.4
Anti-dilutive shares	1.2	1.3	1.6	2.3

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(Unaudited)

17. Business Segment Information

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies except that the operating segments’ results are prepared on a management basis that is consistent with the manner in which the Company prepares financial information for internal review and decision making. The Company largely evaluates performance based on Segment operating income and Segment operating margins. Intercompany sales between segments are considered immaterial.

The Company's Climate segment globally delivers energy-efficient products and innovative energy services. It includes Trane ^® and American Standard ^® Heating & Air Conditioning which provide heating, ventilation and air conditioning (HVAC) systems, and commercial and residential building services, parts, support and controls; energy services and building automation through Trane Building Advantage and Nexia; and Thermo King ^® transport temperature control solutions.

The Company's Industrial segment delivers products and services that enhance energy efficiency, productivity and operations. It includes compressed air and gas systems and services, power tools, material handling systems, ARO ^® fluid management equipment, as well as Club Car ^® golf, utility and consumer low-speed vehicles.

Segment operating income is the measure of profit and loss that the Company's chief operating decision maker uses to evaluate the financial performance of the business and as the basis for performance reviews, compensation and resource allocation. For these reasons, the Company believes that Segment operating income represents the most relevant measure of segment profit and loss.

A summary of operations by reportable segment for the three and six months ended June 30 was as follows:



	Three months ended						Six months ended
In millions	2017			2016			2017			2016
Net revenues
Climate	$	3,143.8		$	2,934.8		$	5,467.9		$	5,148.3
Industrial	764.6			753.4			1,441.1			1,434.0
Total	$	3,908.4		$	3,688.2		$	6,909.0		$	6,582.3
Segment operating income
Climate	$	527.1		$	496.8		$	744.4		$	714.1
Industrial	92.2			70.2			158.0			134.1
Unallocated corporate expense	(61.7		)	(53.7		)	(129.8		)	(109.5		)
Operating income	$	557.6		$	513.3		$	772.6		$	738.7

Note 18. Commitments and Contingencies

The Company is involved in various litigations, claims and administrative proceedings, including those related to environmental, asbestos, and product liability matters. In accordance with ASC 450, "Contingencies," the Company records accruals for loss contingencies when it is both probable that a liability will be incurred and the amount of the loss can be reasonably estimated. Amounts recorded for identified contingent liabilities are estimates, which are reviewed periodically and adjusted to reflect additional information when it becomes available. Subject to the uncertainties inherent in estimating future costs for contingent liabilities, except as expressly set forth in this note, management believes that any liability which may result from these legal matters would not have a material adverse effect on the financial condition, results of operations, liquidity or cash flows of the Company.

Environmental Matters

The Company continues to be dedicated to an environmental program to reduce the utilization and generation of hazardous materials during the manufacturing process and to remediate identified environmental concerns. As to the latter, the Company is currently engaged in site investigations and remediation activities to address environmental cleanup from past operations at current and former manufacturing facilities.

The Company is sometimes a party to environmental lawsuits and claims and has received notices of potential violations of environmental laws and regulations from the Environmental Protection Agency and similar state authorities. It has also been identified as a potentially responsible party (PRP) for cleanup costs associated with off-site waste disposal at federal Superfund and state remediation sites. For all such sites, there are other PRPs and, in most instances, the Company’s involvement is minimal.

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(Unaudited)

In estimating its liability, the Company has assumed it will not bear the entire cost of remediation of any site to the exclusion of other PRPs who may be jointly and severally liable. The ability of other PRPs to participate has been taken into account, based on the Company's understanding of the parties’ financial condition and probable contributions on a per site basis. Additional lawsuits and claims involving environmental matters are likely to arise from time to time in the future.

Reserves for environmental matters are classified as Accrued expenses and other current liabilities or Other noncurrent liabilities based on their expected term. As of June 30, 2017 and December 31, 2016 , the Company has recorded reserves for environmental matters of $ 41.9 million and $ 41.3 million , respectively. Of these amounts, $ 36.8 million and $37.2 million , respectively, relate to remediation of sites previously disposed of by the Company.

Asbestos-Related Matters

Certain wholly-owned subsidiaries of the Company are named as defendants in asbestos-related lawsuits in state and federal courts. In virtually all of the suits, a large number of other companies have also been named as defendants. The vast majority of those claims have been filed against either Ingersoll-Rand Company or Trane U.S. Inc. (Trane) and generally allege injury caused by exposure to asbestos contained in certain historical products sold by Ingersoll-Rand Company or Trane, primarily pumps, boilers and railroad brake shoes. Neither Ingersoll-Rand Company nor Trane was a producer or manufacturer of asbestos.

The Company engages an outside expert to assist in calculating an estimate of the Company’s total liability for pending and unasserted future asbestos-related claims and annually performs a detailed analysis with the assistance of an outside expert to update its estimated asbestos-related liability. The methodology used to project the Company’s total liability for pending and unasserted potential future asbestos-related claims relied upon and included the following factors, among others:


•	the outside expert’s interpretation of a widely accepted forecast of the population likely to have been occupationally exposed to asbestos;


•	epidemiological studies estimating the number of people likely to develop asbestos-related diseases such as mesothelioma and lung cancer;


•	the Company’s historical experience with the filing of non-malignancy claims and claims alleging other types of malignant diseases filed against the Company relative to the number of lung cancer claims filed against the Company;


•	the outside expert’s analysis of the number of people likely to file an asbestos-related personal injury claim against the Company based on such epidemiological and historical data and the Company’s 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.

At June 30, 2017 and December 31, 2016 , over 80 percent of the open claims against the Company are non-malignancy or unspecified disease claims, many of which have been placed on inactive or deferral dockets and the vast majority of which have little or no settlement value against the Company, particularly in light of recent changes in the legal and judicial treatment of such claims.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company’s liability for asbestos-related matters and the asset for probable asbestos-related insurance recoveries were included in the following balance sheet accounts:



In millions	June 30, 2017		December 31, 2016
Accrued expenses and other current liabilities	$	57.0	$	61.5
Other noncurrent liabilities	538.9		569.7
Total asbestos-related liabilities	$	595.9	$	631.2

Other current assets	$	53.9	$	54.0
Other noncurrent assets	207.4		218.5
Total asset for probable asbestos-related insurance recoveries	$	261.3	$	272.5

The Company's asbestos insurance receivable related to Ingersoll-Rand Company and Trane was $ 129.2 million and $ 132.1 million at June 30, 2017 , respectively, and $ 129.6 million and $ 142.9 million at December 31, 2016 , respectively.

The (costs) income associated with the settlement and defense of asbestos-related claims after insurance recoveries for the three and six months ended June 30 :



	Three months ended						Six months ended
In millions	2017			2016			2017			2016
Continuing operations	$	(2.6	)	$	0.2		$	(2.6	)	$	2.1
Discontinued operations	16.0			(4.2		)	12.7			19.8
Total	$	13.4		$	(4.0	)	$	10.1		$	21.9

Income and expenses associated with Ingersoll-Rand Company's asbestos liabilities and corresponding insurance recoveries are recorded within discontinued operations, primarily Ingersoll-Dresser Pump, a previously divested businesses which was sold by the Company in 2000. During the second quarter of 2017, the Company reached a settlement with insurance carriers related to Ingersoll-Rand Company asbestos matters. In addition, the Company reached a settlement with an insurance carrier related to Ingersoll-Rand Company asbestos matters during the first quarter of 2016. Income and expenses associated with Trane’s asbestos liabilities and corresponding insurance recoveries are primarily recorded within Other income/(expense), net as part of continuing operations.

The receivable attributable to Trane for probable insurance recoveries as of June 30, 2017 is entirely supported by settlement agreements between Trane and the respective insurance carriers. Most of these settlement agreements constitute “coverage-in-place” arrangements, in which the insurer signatories agree to reimburse Trane for specified portions of its costs for asbestos bodily injury claims and Trane agrees to certain claims-handling protocols and grants to the insurer signatories certain releases and indemnifications.

In 2012 and 2013, Ingersoll-Rand Company filed actions in the Superior Court of New Jersey, Middlesex County, seeking a declaratory judgment and other relief regarding the Company’s rights to defense and indemnity for asbestos claims. The defendants were several dozen solvent insurance companies, including companies that had been paying a portion of Ingersoll-Rand Company’s asbestos claim defense and indemnity costs. The responding defendants generally challenged the Company’s right to recovery, and raised various coverage defenses. Since filing the actions, Ingersoll-Rand Company has settled with approximately two-thirds of the insurer defendants, and has dismissed one of the actions in its entirety.

The Company continually monitors the status of pending litigation that could impact the allocation of asbestos claims against the Company's various insurance policies. The Company has concluded that its Ingersoll-Rand Company insurance receivable is probable of recovery because of the following factors:


•	Ingersoll-Rand Company has reached favorable settlements regarding asbestos coverage claims for the majority of its recorded asbestos-related insurance receivable;


•	a review of other companies in circumstances comparable to Ingersoll-Rand Company, including Trane, and the success of other companies in recovering under their insurance policies, including Trane's favorable settlements referenced above;


•	the Company's confidence in its right to recovery under the terms of its policies and pursuant to applicable law; and

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•	the Company's history of receiving payments under the Ingersoll-Rand Company insurance program, including under policies that had been the subject of prior litigation.

The amounts recorded by the Company for asbestos-related liabilities and insurance-related assets are based on currently available information. The Company’s actual liabilities or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the calculations vary significantly from actual results. Key variables in these assumptions include the number and type of new claims to be filed each year, the average cost of resolution of each such new claim, the resolution of coverage issues with insurance carriers, and the solvency risk with respect to the Company’s insurance carriers. Furthermore, predictions with respect to these variables are subject to greater uncertainty as the projection period lengthens. Other factors that may affect the Company’s liability include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the passage of state or federal tort reform legislation.

The aggregate amount of the stated limits in insurance policies available to the Company for asbestos-related claims acquired over many years and from many different carriers, is substantial. However, limitations in that coverage, primarily due to the considerations described above, are expected to result in the projected total liability to claimants substantially exceeding the probable insurance recovery.

Warranty Liability

Standard product warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms and historical experience. The Company assesses the adequacy of its liabilities and will make adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available.

The changes in the standard product warranty liability for the six months ended June 30 were as follows:



In millions	2017			2016
Balance at beginning of period	$	261.6		$	262.0
Reductions for payments	(65.8		)	(68.7		)
Accruals for warranties issued during the current period	64.3			63.0
Changes to accruals related to preexisting warranties	2.4			5.9
Translation	3.4			0.7
Balance at end of period	$	265.9		$	262.9

Standard product warranty liabilities are classified as Accrued expenses and other current liabilities or Other noncurrent liabilities based on their expected term. The Company's total current standard product warranty reserve at June 30, 2017 and December 31, 2016 was $ 149.0 million and $ 148.7 million , respectively.

The Company's extended warranty liability represents the deferred revenue associated with its extended warranty contracts and is amortized into Net revenues on a straight-line basis over the life of the contract, unless another method is more representative of the costs incurred. The Company assesses the adequacy of its liability by evaluating the expected costs under its existing contracts to ensure these expected costs do not exceed the extended warranty liability.

The changes in the extended warranty liability for the six months ended June 30 were as follows:



In millions	2017			2016
Balance at beginning of period	$	295.9		$	311.6
Amortization of deferred revenue for the period	(52.8		)	(53.8		)
Additions for extended warranties issued during the period	55.2			38.4
Changes to accruals related to preexisting warranties	0.7			7.1
Translation	1.1			0.7
Balance at end of period	$	300.1		$	304.0

The extended warranty liability is classified as Accrued expenses and other current liabilities or Other noncurrent liabilities based on the timing of when the deferred revenue is expected to be amortized into revenue. The Company's total current extended warranty liability at June 30, 2017 and December 31, 2016 was $ 100.6 million and $ 96.5 million , respectively. For the six months ended June 30, 2017 and 2016 , the Company incurred costs of $ 27.1 million and $ 27.0 million , respectively, related to extended warranties.

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(Unaudited)

Other Commitments and Contingencies

Trane has commitments and performance guarantees, including energy savings guarantees, totaling $ 374.3 million extending from 2017-2036. These guarantees are provided under long-term service and maintenance contracts related to its air conditioning equipment and system controls. Through June 30, 2017 , the Company has experienced no significant losses under such arrangements and considers the probability of any significant future losses to be remote.

Note 19. Guarantor Financial Information

Ingersoll-Rand plc (Plc or Parent Company) and certain of its 100% directly or indirectly owned subsidiaries provide guarantees of public debt issued by other 100% directly or indirectly owned subsidiaries. The following condensed consolidating financial information is provided so that separate financial statements of these subsidiary issuer and guarantors are not required to be filed with the U.S. Securities and Exchange Commission.

The following table shows the Company’s guarantor relationships as of June 30, 2017 :



Parent, issuer or guarantors	Notes issued	Notes guaranteed ⁽¹⁾
Ingersoll-Rand plc (Plc)	None	All registered notes and debentures
Ingersoll-Rand Irish Holdings Unlimited Company (Irish Holdings)	None	All notes issued by Global Holding and Lux Finance ⁽²⁾
Ingersoll-Rand Lux International Holding Company S.à.r.l. (Lux International)	None	All notes issued by Global Holding and Lux Finance
Ingersoll-Rand Global Holding Company Limited (Global Holding)	6.875% Senior notes due 2018 2.875% Senior notes due 2019 4.250% Senior notes due 2023 5.750% Senior notes due 2043	All notes issued by Lux Finance
Ingersoll-Rand Company (New Jersey)	9.000% Debentures due 2021 7.200% Debentures due 2018-2025 6.48% Debentures due 2025 Puttable debentures due 2027-2028	All notes issued by Global and Lux Finance
Ingersoll-Rand Luxembourg Finance S.A. (Lux Finance)	2.625% Notes due 2020 3.55% Notes due 2024 4.650% Notes due 2044	All notes and debentures issued by Global and New Jersey

(1) All subsidiary issuers and guarantors provide irrevocable guarantees of borrowings, if any, made under revolving credit facilities

(2) In the second quarter of 2016, Irish Holdings was added as a guarantor of all notes issued by Global Holding and Lux Finance

Each subsidiary debt issuer and guarantor is owned 100% directly or indirectly by the Parent Company. Each guarantee is full and unconditional, and provided on a joint and several basis. There are no significant restrictions of the Parent Company, or any guarantor, to obtain funds from its subsidiaries, such as provisions in debt agreements that prohibit dividend payments, loans or advances to the parent by a subsidiary.

Basis of presentation

The following Condensed Consolidating Financial Statements present the financial position, results of operations and cash flows of each issuer or guarantor on a legal entity basis. The financial information for all periods has been presented based on the Company’s legal entity ownerships and guarantees outstanding at June 30, 2017 . Assets and liabilities are attributed to each issuer and guarantor generally based on legal entity ownership. Investments in subsidiaries of the Parent Company, subsidiary guarantors and issuers represent the proportionate share of their subsidiaries’ net assets. Certain adjustments are needed to consolidate the Parent Company and its subsidiaries, including the elimination of investments in subsidiaries and related activity that occurs between entities in different columns. These adjustments are presented in the Consolidating Adjustments column. This basis of presentation is intended to comply with the specific reporting requirements for subsidiary issuers and guarantors, and is not intended to present the Company’s financial position or results of operations or cash flows for any other purpose.

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(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the three months ended June 30, 2017




In millions	Plc			Irish Holdings		Lux International			Global Holding			New Jersey			Lux Finance			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net revenues	$	—		$	—	$	—		$	—		$	326.5		$	—		$	3,669.5		$	(87.6	)	$	3,908.4
Cost of goods sold	—			—		—			—			(229.1		)	—			(2,511.6		)	87.6			(2,653.1		)
Selling and administrative expenses	(5.9		)	—		(0.1		)	—			(101.1		)	(0.1		)	(590.5		)	—			(697.7		)
Operating income (loss)	(5.9		)	—		(0.1		)	—			(3.7		)	(0.1		)	567.4			—			557.6
Equity earnings (loss) in subsidiaries, net of tax	371.2			369.6		348.5			277.1			335.4			21.2			—			(1,723.0		)	—
Interest expense	—			—		—			(31.8		)	(11.9		)	(10.1		)	(0.3		)	—			(54.1		)
Intercompany interest and fees	(7.3		)	—		(10.0		)	(43.7		)	(77.1		)	(1.9		)	140.0			—			—
Other income/(expense), net	—			—		—			—			0.4			—			(11.9		)	—			(11.5		)
Earnings (loss) before income taxes	358.0			369.6		338.4			201.6			243.1			9.1			695.2			(1,723.0		)	492.0
Benefit (provision) for income taxes	0.6			—		—			27.5			27.7			—			(193.9		)	—			(138.1		)
Earnings (loss) from continuing operations	358.6			369.6		338.4			229.1			270.8			9.1			501.3			(1,723.0		)	353.9
Discontinued operations, net of tax	—			—		—			—			6.2			—			2.1			—			8.3
Net earnings (loss)	358.6			369.6		338.4			229.1			277.0			9.1			503.4			(1,723.0		)	362.2
Less: Net earnings attributable to noncontrolling interests	—			—		—			—			—			—			(3.6		)	—			(3.6		)
Net earnings (loss) attributable to Ingersoll-Rand plc	$	358.6		$	369.6	$	338.4		$	229.1		$	277.0		$	9.1		$	499.8		$	(1,723.0	)	$	358.6

Other comprehensive income (loss), net of tax	176.2			175.8		161.0			136.3			136.1			24.1			178.4			(811.7		)	176.2
Comprehensive income (loss) attributable to Ingersoll-Rand plc	$	534.8		$	545.4	$	499.4		$	365.4		$	413.1		$	33.2		$	678.2		$	(2,534.7	)	$	534.8

Table of Contents

INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the six months ended June 30, 2017



In millions	Plc			Irish Holdings		Lux International			Global Holding			New Jersey			Lux Finance			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net revenues	$	—		$	—	$	—		$	—		$	642.8		$	—		$	6,447.3		$	(181.1	)	$	6,909.0
Cost of goods sold	—			—		—			—			(463.7		)	—			(4,496.6		)	181.1			(4,779.2		)
Selling and administrative expenses	(8.2		)	—		(0.1		)	(0.9		)	(222.4		)	(0.2		)	(1,125.4		)	—			(1,357.2		)
Operating income (loss)	(8.2		)	—		(0.1		)	(0.9		)	(43.3		)	(0.2		)	825.3			—			772.6
Equity earnings (loss) in subsidiaries, net of tax	496.1			487.0		442.4			300.1			442.5			27.2			—			(2,195.3		)	—
Interest expense	—			—		—			(63.5		)	(23.8		)	(20.4		)	(0.4		)	—			(108.1		)
Intercompany interest and fees	(13.1		)	—		(23.5		)	(86.4		)	(151.3		)	(3.8		)	278.1			—			—
Other income/(expense), net	—			—		—			—			(2.3		)	—			(13.9		)	—			(16.2		)
Earnings (loss) before income taxes	474.8			487.0		418.8			149.3			221.8			2.8			1,089.1			(2,195.3		)	648.3
Benefit (provision) for income taxes	0.9			—		—			54.9			77.7			—			(300.3		)	—			(166.8		)
Earnings (loss) from continuing operations	475.7			487.0		418.8			204.2			299.5			2.8			788.8			(2,195.3		)	481.5
Discontinued operations, net of tax	—			—		—			—			0.4			—			1.4			—			1.8
Net earnings (loss)	475.7			487.0		418.8			204.2			299.9			2.8			790.2			(2,195.3		)	483.3
Less: Net earnings attributable to noncontrolling interests	—			—		—			—			—			—			(7.6		)	—			(7.6		)
Net earnings (loss) attributable to Ingersoll-Rand plc	$	475.7		$	487.0	$	418.8		$	204.2		$	299.9		$	2.8		$	782.6		$	(2,195.3	)	$	475.7

Other comprehensive income (loss), net of tax	296.8			296.1		275.9			214.3			214.0			60.2			296.5			(1,357.0		)	296.8
Comprehensive income (loss) attributable to Ingersoll-Rand plc	$	772.5		$	783.1	$	694.7		$	418.5		$	513.9		$	63.0		$	1,079.1		$	(3,552.3	)	$	772.5

Table of Contents

INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the three months ended June 30, 2016




In millions	Plc			Irish Holdings			Lux International			Global Holding			New Jersey			Lux Finance			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net revenues	$	—		$	—		$	—		$	—		$	321.8		$	—		$	3,455.2		$	(88.8	)	$	3,688.2
Cost of goods sold	—			—			—			—			(244.8		)	—			(2,350.5		)	88.8			(2,506.5		)
Selling and administrative expenses	(5.3		)	—			(0.1		)	—			(116.0		)	(0.1		)	(546.9		)	—			(668.4		)
Operating income (loss)	(5.3		)	—			(0.1		)	—			(39.0		)	(0.1		)	557.8			—			513.3
Equity earnings (loss) in subsidiaries, net of tax	769.9			768.0			736.8			249.6			349.0			530.1			—			(3,403.4		)	—
Interest expense	—			—			—			(31.8		)	(12.0		)	(11.0		)	(1.7		)	—			(56.5		)
Intercompany interest and fees	(17.5		)	—			(9.5		)	(41.9		)	(69.4		)	(1.7		)	140.0			—			—
Other income/(expense), net	—			—			—			—			(1.0		)	—			395.9			—			394.9
Earnings (loss) before income taxes	747.1			768.0			727.2			175.9			227.6			517.3			1,092.0			(3,403.4		)	851.7
Benefit (provision) for income taxes	0.5			(0.2		)	—			26.9			29.8			—			(149.5		)	—			(92.5		)
Earnings (loss) from continuing operations	747.6			767.8			727.2			202.8			257.4			517.3			942.5			(3,403.4		)	759.2
Discontinued operations, net of tax	—			—			—			—			(7.2		)	—			0.4			—			(6.8		)
Net earnings (loss)	747.6			767.8			727.2			202.8			250.2			517.3			942.9			(3,403.4		)	752.4
Less: Net earnings attributable to noncontrolling interests	—			—			—			—			—			—			(4.8		)	—			(4.8		)
Net earnings (loss) attributable to Ingersoll-Rand plc	$	747.6		$	767.8		$	727.2		$	202.8		$	250.2		$	517.3		$	938.1		$	(3,403.4	)	$	747.6

Other comprehensive income (loss), net of tax	(75.0		)	(74.6		)	(71.5		)	(31.1		)	(31.3		)	(17.9		)	(70.9		)	297.3			(75.0		)
Comprehensive income (loss) attributable to Ingersoll-Rand plc	$	672.6		$	693.2		$	655.7		$	171.7		$	218.9		$	499.4		$	867.2		$	(3,106.1	)	$	672.6

Table of Contents

INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Comprehensive Income

For the six months ended June 30, 2016



in millions	Plc			Irish Holdings		Lux International			Global Holding			New Jersey			Lux Finance			Other Subsidiaries			Consolidating Adjustments			Consolidated
Net revenues	$	—		$	—	$	—		$	—		$	638.3		$	—		$	6,122.0		$	(178.0	)	$	6,582.3
Cost of goods sold	—			—		—			—			(486.9		)	—			(4,238.8		)	178.0			(4,547.7		)
Selling and administrative expenses	(6.8		)	—		(0.1		)	—			(248.6		)	(0.3		)	(1,040.1		)	—			(1,295.9		)
Operating income (loss)	(6.8		)	—		(0.1		)	—			(97.2		)	(0.3		)	843.1			—			738.7
Equity earnings (loss) in subsidiaries, net of tax	937.5			925.8		871.7			290.4			455.2			651.7			—			(4,132.3		)	—
Interest expense	—			—		—			(63.7		)	(24.1		)	(22.2		)	(3.2		)	—			(113.2		)
Intercompany interest and fees	(31.5		)	—		(19.6		)	(78.8		)	(141.0		)	(3.0		)	273.9			—			—
Other income/(expense), net	0.1			—		—			—			(2.6		)	—			399.3			—			396.8
Earnings (loss) before income taxes	899.3			925.8		852.0			147.9			190.3			626.2			1,513.1			(4,132.3		)	1,022.3
Benefit (provision) for income taxes	0.7			—		—			51.9			82.8			—			(269.8		)	—			(134.4		)
Earnings (loss) from continuing operations	900.0			925.8		852.0			199.8			273.1			626.2			1,243.3			(4,132.3		)	887.9
Discontinued operations, net of tax	—			—		—			—			17.9			—			2.2			—			20.1
Net earnings (loss)	900.0			925.8		852.0			199.8			291.0			626.2			1,245.5			(4,132.3		)	908.0
Less: Net earnings attributable to noncontrolling interests	—			—		—			—			—			—			(8.0		)	—			(8.0		)
Net earnings (loss) attributable to Ingersoll-Rand plc	$	900.0		$	925.8	$	852.0		$	199.8		$	291.0		$	626.2		$	1,237.5		$	(4,132.3	)	$	900.0

Other comprehensive income (loss), net of tax	67.0			66.9		53.9			24.7			24.4			11.3			121.7			(302.9		)	67.0
Comprehensive income (loss) attributable to Ingersoll-Rand plc	$	967.0		$	992.7	$	905.9		$	224.5		$	315.4		$	637.5		$	1,359.2		$	(4,435.2	)	$	967.0

Table of Contents

INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Balance Sheet

June 30, 2017



In millions	Plc		Irish Holdings		Lux International			Global Holding		New Jersey		Lux Finance			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	0.1		$	—	$	589.0	$	—		$	721.0	$	—		$	1,310.1
Accounts and notes receivable, net	—		—		—			—		154.1		—			2,442.4		—			2,596.5
Inventories, net	—		—		—			—		168.1		—			1,436.4		—			1,604.5
Other current assets	1.1		—		5.3			7.9		86.4		—			243.7		(0.5		)	343.9
Intercompany receivables	57.1		—		5.9			129.2		291.6		—			12,840.1		(13,323.9		)	—
Total current assets	58.2		—		11.3			137.1		1,289.2		—			17,683.6		(13,324.4		)	5,855.0
Property, plant and equipment, net	—		—		—			—		301.5		—			1,208.1		—			1,509.6
Goodwill and other intangible assets, net	—		—		—			—		410.7		—			9,119.3		—			9,530.0
Other noncurrent assets	0.2		—		—			277.1		683.5		—			613.2		(695.1		)	878.9
Investments in consolidated subsidiaries	8,334.6		1,758.1		2,616.3			7,739.6		15,945.9		1,166.0			—		(37,560.5		)	—
Intercompany notes receivable	—		12,560.2		—			—		—		—			2,517.2		(15,077.4		)	—
Total assets	$	8,393.0	$	14,318.3	$	2,627.6		$	8,153.8	$	18,630.8	$	1,166.0		$	31,141.4	$	(66,657.4	)	$	17,773.5
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	8.4	$	—	$	0.2		$	107.0	$	534.5	$	6.9		$	2,885.7	$	(0.5	)	$	3,542.2
Short-term borrowings and current maturities of long-term debt	—		—		—			—		350.4		—			10.9		—			361.3
Intercompany payables	1,663.0		—		2,270.8			1,074.8		7,745.2		499.0			71.1		(13,323.9		)	—
Total current liabilities	1,671.4		—		2,271.0			1,181.8		8,630.1		505.9			2,967.7		(13,324.4		)	3,903.5
Long-term debt	—		—		—			2,288.2		326.7		1,089.1			0.5		—			3,704.5
Other noncurrent liabilities	—		—		—			21.2		1,244.2		—			2,801.2		(695.1		)	3,371.5
Intercompany notes payable	—		—		6,376.3			1,817.2		700.0		—			6,183.9		(15,077.4		)	—
Total liabilities	1,671.4		—		8,647.3			5,308.4		10,901.0		1,595.0			11,953.3		(29,096.9		)	10,979.5
Equity:
Total equity	6,721.6		14,318.3		(6,019.7		)	2,845.4		7,729.8		(429.0		)	19,188.1		(37,560.5		)	6,794.0
Total liabilities and equity	$	8,393.0	$	14,318.3	$	2,627.6		$	8,153.8	$	18,630.8	$	1,166.0		$	31,141.4	$	(66,657.4	)	$	17,773.5

INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidating Balance Sheet

December 31, 2016



In millions	Plc		Irish Holdings		Lux International			Global Holding		New Jersey		Lux Finance			Other Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	—	$	—		$	—	$	634.6	$	—		$	1,080.1	$	—		$	1,714.7
Accounts and notes receivable, net	—		—		—			—		171.0		—			2,052.0		—			2,223.0
Inventories, net	—		—		—			—		165.3		—			1,220.5		—			1,385.8
Other current assets	0.2		—		5.3			0.7		69.4		—			189.3		(9.1		)	255.8
Intercompany receivables	122.3		—		5.6			271.6		220.5		—			11,747.9		(12,367.9		)	—
Total current assets	122.5		—		10.9			272.3		1,260.8		—			16,289.8		(12,377.0		)	5,579.3
Property, plant and equipment, net	—		—		—			—		445.9		—			1,065.1		—			1,511.0
Goodwill and other intangible assets, net	—		—		—			—		414.7		—			9,028.8		—			9,443.5
Other noncurrent assets	0.2		—		—			262.4		676.3		—			580.1		(655.4		)	863.6
Investments in consolidated subsidiaries	7,588.1		1,500.4		3,267.1			7,270.2		15,273.4		1,090.4			—		(35,989.6		)	—
Intercompany notes receivable	—		12,560.2		—			—		—		—			3,851.8		(16,412.0		)	—
Total assets	$	7,710.8	$	14,060.6	$	3,278.0		$	7,804.9	$	18,071.1	$	1,090.4		$	30,815.6	$	(65,434.0	)	$	17,397.4
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	7.7		—		0.2			36.3		525.1		7.0			2,662.3		(9.1		)	3,229.5
Short-term borrowings and current maturities of long-term debt	—		—		—			—		350.4		—			10.4		—			360.8
Intercompany payables	1,059.3		—		3,400.1			1,068.2		6,285.6		486.9			67.8		(12,367.9		)	—
Total current liabilities	1,067.0		—		3,400.3			1,104.5		7,161.1		493.9			2,740.5		(12,377.0		)	3,590.3
Long-term debt	—		—		—			2,286.3		334.2		1,088.3			0.6		—			3,709.4
Other noncurrent liabilities	—		—		—			18.2		1,280.8		—			2,735.8		(655.4		)	3,379.4
Intercompany notes payable	—		—		6,376.3			1,817.2		2,034.6		—			6,183.9		(16,412.0		)	—
Total liabilities	1,067.0		—		9,776.6			5,226.2		10,810.7		1,582.2			11,660.8		(29,444.4		)	10,679.1
Equity:
Total equity	6,643.8		14,060.6		(6,498.6		)	2,578.7		7,260.4		(491.8		)	19,154.8		(35,989.6		)	6,718.3
Total liabilities and equity	$	7,710.8	$	14,060.6	$	3,278.0		$	7,804.9	$	18,071.1	$	1,090.4		$	30,815.6	$	(65,434.0	)	$	17,397.4

Table of Contents

INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Cash Flows

For the six months ended June 30, 2017



in millions	Plc			Irish Holdings		Lux International			Global Holding			New Jersey			Lux Finance			Other Subsidiaries			Consolidating Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) continuing operating activities	$	75.4		$	—	$	(17.5	)	$	(142.5	)	$	139.0		$	(23.7	)	$	391.6		$	—		$	422.3
Net cash provided by (used in) discontinued operating activities	—			—		—			—			(14.5		)	—			(2.3		)	—			(16.8		)
Net cash provided by (used in) operating activities	75.4			—		(17.5		)	(142.5		)	124.5			(23.7		)	389.3			—			405.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	—			—		—			—			(25.9		)	—			(53.6		)	—			(79.5		)
Acquisition of businesses, net of cash acquired	—			—		—			—			—			—			(39.9		)	—			(39.9		)
Proceeds from sale of property, plant and equipment	—			—		—			—			—			—			0.5			—			0.5
Intercompany investing activities, net	—			—		1,153.0			142.7			—			11.7			589.4			(1,896.8		)	—
Net cash provided by (used in) investing activities	—			—		1,153.0			142.7			(25.9		)	11.7			496.4			(1,896.8		)	(118.9		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings (payments), net	—			—		—			—			(7.5		)	—			(0.1		)	—			(7.6		)
Debt issuance costs	—			—		—			(0.2		)	—			—			—			—			(0.2		)
Dividends paid to ordinary shareholders	(204.8		)	—		—			—			—			—			—			—			(204.8		)
Dividends paid to noncontrolling interests	—			—		—			—			—			—			(7.0		)	—			(7.0		)
Acquisition of noncontrolling interest	—			—		—			—			—			—			(6.8		)	—			(6.8		)
Repurchase of ordinary shares	(575.2		)	—		—			—			—			—			—			—			(575.2		)
Other financing activities, net	35.0			—		—			—			(1.0		)	—			0.7			—			34.7
Intercompany financing activities, net	669.6			—		(1,135.4		)	—			(135.7		)	12.0			(1,307.3		)	1,896.8			—
Net cash provided by (used in) financing activities	(75.4		)	—		(1,135.4		)	(0.2		)	(144.2		)	12.0			(1,320.5		)	1,896.8			(766.9		)
Effect of exchange rate changes on cash and cash equivalents	—			—		—			—			—			—			75.7			—			75.7
Net increase (decrease) in cash and cash equivalents	—			—		0.1			—			(45.6		)	—			(359.1		)	—			(404.6		)
Cash and cash equivalents - beginning of period	—			—		—			—			634.6			—			1,080.1			—			1,714.7
Cash and cash equivalents - end of period	$	—		$	—	$	0.1		$	—		$	589.0		$	—		$	721.0		$	—		$	1,310.1

Table of Contents

INGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Cash Flows

For the six months ended June 30, 2016



in millions	Plc			Irish Holdings			Lux International			Global Holding			New Jersey			Lux Finance			Other Subsidiaries			Consolidating Adjustments			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) continuing operating activities	$	(32.0	)	$	—		$	(11.4	)	$	(134.7	)	$	247.5		$	(20.8	)	$	354.3		$	—		$	402.9
Net cash provided by (used in) discontinued operating activities	—			—			—			—			18.7			—			6.5			—			25.2
Net cash provided by (used in) operating activities	(32.0		)	—			(11.4		)	(134.7		)	266.2			(20.8		)	360.8			—			428.1
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	—			—			—			—			(39.0		)	—			(44.0		)	—			(83.0		)
Acquisition of businesses, net of cash acquired	—			—			—			—			(9.2		)	—			—			—			(9.2		)
Proceeds from sale of property, plant and equipment	—			—			—			—			—			—			2.4			—			2.4
Proceeds from business disposition, net of cash sold	—			—			—			—			—			—			422.5			—			422.5
Intercompany investing activities, net	(160.0		)	(19,535.7		)	(3.5		)	(314.8		)	65.7			243.7			(919.3		)	20,623.9			—
Net cash provided by (used in) investing activities	(160.0		)	(19,535.7		)	(3.5		)	(314.8		)	17.5			243.7			(538.4		)	20,623.9			332.7
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings (payments), net	—			—			—			—			(7.6		)	(143.0		)	—			—			(150.6		)
Debt issuance costs	—			—			—			(2.1		)	—			—			—			—			(2.1		)
Dividends paid to ordinary shareholders	(162.5		)	—			—			—			—			—			—			—			(162.5		)
Dividends paid to noncontrolling interests	—			—			—			—			—			—			(6.7		)	—			(6.7		)
Repurchase of ordinary shares	(250.1		)	—			—			—			—			—			—			—			(250.1		)
Other financing activities, net	0.8			—			—			—			—			—			—			—			0.8
Intercompany financing activities, net	603.8			19,535.7			14.9			440.2			(59.6		)	(80.0		)	168.9			(20,623.9		)	—
Net cash provided by (used in) financing activities	192.0			19,535.7			14.9			438.1			(67.2		)	(223.0		)	162.2			(20,623.9		)	(571.2		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			—			—			—			2.4			—			2.4
Net increase (decrease) in cash and cash equivalents	—			—			—			(11.4		)	216.5			(0.1		)	(13.0		)	—			192.0
Cash and cash equivalents - beginning of period	—			—			—			11.4			—			0.1			725.3			—			736.8
Cash and cash equivalents - end of period	$	—		$	—		$	—		$	—		$	216.5		$	—		$	712.3		$	—		$	928.8

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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under Part II, Item 1A – Risk Factors in this Quarterly Report on Form 10-Q; and under Part I, Item 1A – Risk Factors in the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . The following section is qualified in its entirety by the more detailed information, including our financial statements and the notes thereto, which appears elsewhere in this Quarterly Report.

Overview

Organizational

We are a diversified, global company that provides products, services and solutions to enhance the quality and comfort of air in homes and buildings, transport and protect food and perishables and increase industrial productivity and efficiency. Our business segments consist of Climate and Industrial, both with strong brands and leading positions within their respective markets. We generate revenue and cash primarily through the design, manufacture, sale and service of a diverse portfolio of industrial and commercial products that include well-recognized, premium brand names such as Ingersoll-Rand ^® , Trane ^® , Thermo King ^® , American Standard ^® , ARO ^® , and Club Car ^® .

To achieve our mission of being a world leader in creating comfortable, sustainable and efficient environments, we continue to focus on increasing our recurring revenue stream from parts, service, used equipment and rentals; and to continuously improve the efficiencies and capabilities of the products and services of our businesses. Additional emphasis is placed on expanding market coverage in terms of geography or by taking advantage of a particular vertical market or opportunity. We also continue to focus on operational excellence strategies as a central theme to improving our earnings and cash flows.

Trends and Economic Events

We are a global corporation with worldwide operations. As a global business, our operations are affected by worldwide, regional and industry-specific economic factors, as well as political factors, wherever we operate or do business. Our geographic and industry diversity, and the breadth of our product and services portfolios, have helped mitigate the impact of any one industry or the economy of any single country on our consolidated operating results.

Given the broad range of products manufactured and geographic markets served, management uses a variety of factors to predict the outlook for the Company. We monitor key competitors and customers in order to gauge relative performance and the outlook for the future. We regularly perform detailed evaluations of the different market segments we are serving to proactively detect trends and to adapt our strategies accordingly. In addition, we believe our order rates are indicative of future revenue and thus a key measure of anticipated performance. In those industry segments where we are a capital equipment provider, revenues depend on the capital expenditure budgets and spending patterns of our customers, who may delay or accelerate purchases in reaction to changes in their businesses and in the economy.

Current economic conditions continue to show mixed trends in each of the segments in which we participate. Heating, Ventilation, and Air Conditioning (HVAC) equipment replacement and aftermarket continue to experience strong demand. In addition, Residential and Commercial new construction have seen continued momentum in the United States which is positively impacting the results of our HVAC businesses. However, non-residential markets in both Europe and Asia remain challenged and global Industrial markets remain flat, with some positive signs in our shorter-cycle businesses. Going forward, we expect moderate growth within our Climate segment and continued soft markets in our Industrial segment, each benefiting from operational excellence initiatives, new product launches and continued productivity programs.

Despite the current market environment, we believe we have a solid foundation of global brands and strong market positions in all of our major product lines. Our growing geographic and industry diversity coupled with our large installed product base provides growth opportunities within our service, parts and replacement revenue streams. In addition, we are investing substantial resources to innovate and develop new products and services which we expect will drive our future growth.

Significant Events

Share Repurchase Program

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Sale of Hussmann Equity Investment

During 2011, we completed the sale of a controlling interest in our Hussmann refrigerated display case business (Hussmann) to a newly-formed affiliate of private equity firm Clayton Dubilier & Rice, LLC (CD&R). Per the terms of the agreement, CD&R’s ownership interest in Hussmann at the acquisition date was 60% with the remaining 40% being retained by us. As a result, we accounted for our interest in Hussmann using the equity method of accounting.

On December 21, 2015, we announced we would sell our remaining equity interest in Hussmann as part of a transaction in which Panasonic Corporation would acquire 100 percent of Hussmann's outstanding shares. The transaction was completed on April 1, 2016. We received net proceeds of $ 422.5 million , including closing settlement amounts, for our interest and recognized a gain of $ 397.8 million on the sale during the second quarter of 2016.

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Results of Operations

Our Climate segment globally delivers energy-efficient products and innovative energy services. It includes Trane ^® and American Standard ^® Heating & Air Conditioning which provide heating, ventilation and air conditioning (HVAC) systems, and commercial and residential building services, parts, support and controls; energy services and building automation through Trane Building Advantage and Nexia; and Thermo King ^® transport temperature control solutions.

Our Industrial segment delivers products and services that enhance energy efficiency, productivity and operations. It includes compressed air and gas systems and services, power tools, material handling systems, ARO ^® fluid management equipment, as well as Club Car ^® golf, utility and consumer low-speed vehicles.

Segment operating income is the measure of profit and loss that our chief operating decision maker uses to evaluate the financial performance of the business and as the basis for performance reviews, compensation and resource allocation. For these reasons, we believe that Segment operating income represents the most relevant measure of segment profit and loss. We define Segment operating margin as Segment operating income as a percentage of Net revenues.

On January 1, 2017, we adopted ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" (ASU 2016-09) which simplifies several aspects of the accounting for employee share-based payment transactions. The standard makes several modifications to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. In addition, ASU 2016-09 clarifies the statement of cash flows presentation for certain components of share-based awards. We applied the cash flow presentation requirements retrospectively.

On January 1, 2017, we adopted ASU No. 2017-07, "Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07) which requires a company to present the service cost component of net periodic benefit cost in the same income statement line as other employee compensation costs with the remaining components of net periodic benefit cost presented separately from the service cost component and outside of any subtotal of operating income, if one is presented. We applied the presentation requirements retrospectively.

Three Months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016



Dollar amounts in millions	2017			2016			Period Change			2017 % of revenues		2016 % of revenues
Net revenues	$	3,908.4		$	3,688.2		$	220.2
Cost of goods sold	(2,653.1		)	(2,506.5		)	(146.6		)	67.9	%	68.0	%
Selling and administrative expenses	(697.7		)	(668.4		)	(29.3		)	17.9	%	18.1	%
Operating income	557.6			513.3			44.3			14.3	%	13.9	%
Interest expense	(54.1		)	(56.5		)	2.4
Other income/(expense), net	(11.5		)	394.9			(406.4		)
Earnings before income taxes	492.0			851.7			(359.7		)
Provision for income taxes	(138.1		)	(92.5		)	(45.6		)
Earnings from continuing operations	353.9			759.2			(405.3		)
Discontinued operations, net of tax	8.3			(6.8		)	15.1
Net earnings	$	362.2		$	752.4		$	(390.2	)

Net Revenues

Net revenues for the three months ended June 30, 2017 increased by 6.0% , or $220.2 million , compared with the same period in 2016 , which resulted from the following:



Volume/product mix	6.1	%
Pricing	0.6	%
Currency translation	(0.7	)%
Total	6.0	%

The increase was primarily driven by higher volumes in both our Climate and Industrial segment. Improved pricing further contributed to the year-over-year increase. These amounts were partially offset by overall unfavorable foreign currency exchange rate movements.

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Our revenues by segment for the three month period ended June 30 are as follows:



Dollar amounts in millions	2017		2016		% change
Climate	$	3,143.8	$	2,934.8	7.1%
Industrial	764.6		753.4		1.5%
Total	$	3,908.4	$	3,688.2

Climate

Net revenues for the three months ended June 30, 2017 increased by 7.1% or $ 209.0 million , compared with the same period of 2016 . The components of the period change are as follows:



Volume/product mix	7.3	%
Pricing	0.4	%
Currency translation	(0.6	)%
Total	7.1	%

The primary driver of the increase related to incremental volumes in both the Commercial HVAC and Residential HVAC businesses. Commercial HVAC results reflect continued improvements in equipment, parts and service while Residential HVAC results increased with strong order growth and improved pricing. However, results of our Transport Refrigeration business were down slightly compared to the prior year period. In addition, overall revenue improvements were partially offset by unfavorable foreign currency exchange rate movements.

Industrial

Net revenues for the three months ended June 30, 2017 increased by 1.5% or $ 11.2 million , compared with the same period of 2016 . The components of the period change are as follows:



Volume/product mix	1.6	%
Pricing	0.9	%
Currency translation	(1.0	)%
Total	1.5	%

The primary driver of the increase related to incremental volumes and improved pricing in both our Compression Technologies and Small Electric Vehicle businesses. In addition, the results of our Industrial Products business improved slightly compared to the prior year period although industrial markets remain challenged. However, overall improvements were partially offset by unfavorable foreign currency exchange rate movements.

Operating Income/Margin

Operating margin increased from 13.9% for the three months ended June 30, 2016 to 14.3% for the same period in 2017 . The increase was primarily the result of productivity benefits in excess of other inflation (0.6%) and favorable volume/product mix (0.5%). These amounts were partially offset by material inflation in excess of pricing improvements (0.5%) and increased investment spending (0.2%).



Dollar amounts in millions	2017 Operating Income (Expense)			2016 Operating Income (Expense)			Period Change			2017 Operating Margin		2016 Operating Margin
Climate	$	527.1		$	496.8		$	30.3		16.8	%	16.9	%
Industrial	92.2			70.2			22.0			12.1	%	9.3	%
Unallocated corporate expenses	(61.7		)	(53.7		)	(8.0		)	N/A		N/A
Total	$	557.6		$	513.3		$	44.3		14.3	%	13.9	%

Climate

Operating margin decreased slightly to 16.8% for the three months ended June 30, 2017 , compared to 16.9% for the same period of 2016 . The decrease was primarily due to material inflation in excess of pricing increases (0.6%), increased investment and

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restructuring spending (0.3%) and slightly unfavorable foreign currency impacts (0.1%). These amounts were partially offset by productivity benefits in excess of other inflation (0.8%) and favorable product mix and volume (0.1%).

Industrial

Operating margin increased to 12.1% for the three months ended June 30, 2017 compared to 9.3% for the same period of 2016 . The increase was primarily due to favorable volume/product mix (1.4%), the non-recurrence of capitalized costs related to new product engineering and development that were reclassified to the income statement (1.1%), increased productivity in excess of other inflation (0.4%) and pricing increases in excess of material inflation (0.2%). These amounts were partially offset by the timing of investment and restructuring spending (0.3%).

Unallocated Corporate Expenses

Unallocated corporate expense for the three months ended June 30, 2017 increased by 14.9% or $8.0 million , compared with the same period of 2016 . The increase in expenses primarily relates to planned incubator investments in technologies that benefit our business, higher employee benefit costs and stock-based compensation timing.

Interest Expense

Interest expense for the three months ended June 30, 2017 decreased by $2.4 million compared with the same period of 2016 . The decrease relates to less outstanding short term financing arrangements and other immaterial items.

Other Income/(Expense), Net

The components of Other income/(expense), net for the three months ended June 30 were as follows:



In millions	2017			2016
Interest income	$	1.3		$	2.6
Exchange gain (loss)	(3.4		)	3.8
Other components of net periodic benefit cost	(6.2		)	(8.1		)
Income (loss) from Hussmann equity investment	—			397.8
Other activity, net	(3.2		)	(1.2		)
Other income/(expense), net	$	(11.5	)	$	394.9

Other income (expense), net includes the results from activities other than normal business operations such as interest income and foreign currency gains and losses on transactions that are denominated in a currency other than an entity's functional currency. Other components include insurance settlements on asbestos-related matters and the revaluation of asbestos recoveries. In addition, we include the components of net periodic benefit cost other than the service cost component as a result of the adoption of ASU 2017-07.

Sale of Hussmann Equity Investment

During 2011, we completed the sale of a controlling interest of its Hussmann refrigerated display case business (“Hussmann”) to a newly-formed affiliate (“Hussmann Parent”) of private equity firm Clayton Dubilier & Rice, LLC (“CD&R”). Per the terms of the agreement, CD&R’s ownership interest in Hussmann at the acquisition date was 60% with the remaining 40% being retained by the Company. As a result, we accounted for our interest in Hussmann using the equity method of accounting.

On December 21, 2015, we announced we would sell our remaining equity interest in Hussmann as part of a transaction in which Panasonic Corporation would acquire 100 percent of Hussmann's outstanding shares. The transaction was completed on April 1, 2016. We received net proceeds of $ 422.5 million for our interest and recognized a gain of $ 397.8 million on the sale.

Provision for Income Taxes

For the three months ended June 30, 2017 , our effective tax rate was 28.1% which is lower than the U.S. Statutory rate of 35% primarily due to the recognition of excess tax benefits from employee share-based payments in Provision for income taxes as a result of the adoption of ASU 2016-09 on January 1, 2017 and earnings in non-U.S. jurisdictions, which in aggregate, have a lower effective tax rate. These amounts were partially offset by a non-cash charge related to the establishment of a valuation allowance on certain net deferred tax assets in Brazil, primarily comprised of net operating loss carryforwards, which remain available for future use when markets recover and the entities return to profitability. Excess tax benefits from employee share-based payments transactions decreased the effective tax rate by 1.1% and the establishment of the Brazil valuation allowance increased the effective tax rate by 6.8%. The effective tax rate for the three months ended June 30, 2016 was 10.9% which is lower than the U.S. statutory rate of 35% primarily due to the tax treatment of the Hussmann gain. The gain, which was not subject to tax under the relevant local tax laws, decreased the effective tax rate by 9.5%. In addition, the effective tax rate was impacted by earnings in non-U.S.

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jurisdictions, which in aggregate, have a lower effective tax rate. Revenues from non-U.S. jurisdictions account for approximately 35% of our total revenues, such that a material portion of our pretax income is earned and taxed outside the U.S. at rates ranging from 0% to 38%. When comparing the results of multiple reporting periods, among other factors, the mix of earnings between U.S. and foreign jurisdictions can cause variability on our overall effective tax rate.

Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016



In millions, except per share amounts	2017			2016			Period Change			2017 % of revenues		2016 % of revenues
Net revenues	$	6,909.0		$	6,582.3		$	326.7
Cost of goods sold	(4,779.2		)	(4,547.7		)	(231.5		)	69.2	%	69.1	%
Selling and administrative expenses	(1,357.2		)	(1,295.9		)	(61.3		)	19.6	%	19.7	%
Operating income	772.6			738.7			33.9			11.2	%	11.2	%
Interest expense	(108.1		)	(113.2		)	5.1
Other income/(expense), net	(16.2		)	396.8			(413.0		)
Earnings before income taxes	648.3			1,022.3			(374.0		)
Provision for income taxes	(166.8		)	(134.4		)	(32.4		)
Earnings from continuing operations	481.5			887.9			(406.4		)
Discontinued operations, net of tax	1.8			20.1			(18.3		)
Net earnings	$	483.3		$	908.0		$	(424.7	)

Net Revenues

Net revenues for the six months ended June 30, 2017 increased by 5.0% , or $326.7 million , compared with the same period in 2016 , which resulted from the following:



Volume/product mix	5.2	%
Pricing	0.5	%
Currency translation	(0.7	)%
Total	5.0	%

Our revenues by segment for the six month period ended June 30 are as follows:



Dollar amounts in millions	2017		2016		% change
Climate	$	5,467.9	$	5,148.3	6.2%
Industrial	1,441.1		1,434.0		0.5%
Total	$	6,909.0	$	6,582.3

Climate

Net revenues for the six months ended June 30, 2017 increased by 6.2% or $ 319.6 million , compared with the same period of 2016 . The components of the period change are as follows:



Volume/product mix	6.5	%
Pricing	0.3	%
Currency translation	(0.6	)%
Total	6.2	%

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increased with strong order growth and improved pricing. However, results of our Transport Refrigeration business were down compared to the prior year period. In addition, overall revenue improvements were partially offset by unfavorable foreign currency exchange rate movements.

Industrial

Net revenues for the six months ended June 30, 2017 increased by 0.5% or $ 7.1 million , compared with the same period of 2016. The components of the period change are as follows:



Pricing	1.0	%
Volume/product mix	0.6	%
Currency translation	(1.1	)%
Total	0.5	%

The primary driver of the increase related to incremental volumes and improved pricing in both our Compression Technologies and Small Electric Vehicle businesses. However, the results of our Industrial Products business were slightly lower compared to the prior year period as we experienced continued weakness in the industrial markets. In addition, overall improvements were partially offset by unfavorable foreign currency exchange rate movements.

Operating Income/Margin

Operating margin remained flat at 11.2% for the six months ended June 30, 2017 compared to the same period in 2016 . The activity included increased productivity benefits in excess of other inflation (0.7%) and favorable product mix and volume (0.6%). These amounts were offset by higher restructuring and investment spending (0.7%), material inflation in excess of pricing (0.5%) and unfavorable foreign currency exchange rate movements (0.1%).



Dollar amounts in millions	2017 Operating Income (Expense)			2016 Operating Income (Expense)			Period Change			2017 Operating Margin		2016 Operating Margin
Climate	$	744.4		$	714.1		$	30.3		13.6	%	13.9	%
Industrial	158.0			134.1			23.9			11.0	%	9.4	%
Unallocated corporate expenses	(129.8		)	(109.5		)	(20.3		)	N/A		N/A
Total	$	772.6		$	738.7		$	33.9		11.2	%	11.2	%

Climate

Operating margin was 13.6% for the six months ended June 30, 2017 , compared to 13.9% for the same period of 2016 . The decrease was primarily due to higher restructuring charges and investment spending (1.0%), material inflation in excess of pricing (0.7%) and unfavorable foreign currency exchange rate movements (0.1%). These amounts were partially offset by productivity benefits in excess of other inflation (1.1%) and favorable product mix and volume (0.4%).

Industrial

Operating margin increased to 11.0% for the six months ended June 30, 2017 compared to 9.4% for the same period of 2016 . The increase was due to favorable volume/product mix (0.7%), the non-recurrence of capitalized costs related to new product engineering and development that were reclassified to the income statement (0.6%), productivity in excess of other inflation (0.3%) and pricing improvements in excess of material inflation (0.3%). These amount were partially offset by the timing of restructuring charges and investment spending (0.3%).

Unallocated Corporate Expenses

Unallocated corporate expense for the six months ended June 30, 2017 increased by 18.5% or $ 20.3 million , compared with the same period of 2016 . The increase in expenses primarily relates to planned incubator investments in technologies that benefit our businesses, higher employee benefit costs and stock-based compensation timing.

Interest Expense

Interest expense for the six months ended June 30, 2017 decreased $ 5.1 million compared with the same period of 2016 . The decrease relates to less outstanding short term financing arrangements and other immaterial items.

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Other Income/(Expense), Net

The components of Other income/(expense), net for the six months ended June 30 are as follows:



In millions	2017			2016
Interest income	$	4.4		$	4.6
Exchange gain (loss)	(1.5		)	9.3
Other components of net periodic benefit cost	(14.4		)	(16.2		)
Income (loss) from equity investment	—			(0.8		)
Income (loss) from Hussmann equity investment	—			397.8
Other activity, net	(4.7		)	2.1
Other income/(expense), net	$	(16.2	)	$	396.8

Other income (expense), net includes the results from activities other than normal business operations such as interest income and foreign currency gains and losses on transactions that are denominated in a currency other than an entity’s functional currency. Other components include insurance settlements on asbestos-related matters and the revaluation of asbestos recoveries. In addition, we include the components of net periodic benefit cost other than the service cost component as a result of the adoption of ASU 2017-07.

Sale of Hussmann Equity Investment

During 2011, we completed the sale of a controlling interest in our Hussmann refrigerated display case business to a newly-formed affiliate of private equity firm CD&R. Per the terms of the agreement, CD&R’s ownership interest in Hussmann at the acquisition date was 60% with the remaining 40% being retained by the Company. As a result, we accounted for our interest in Hussmann using the equity method of accounting.

On December 21, 2015, we announced we would sell our remaining equity interest in Hussmann as part of a transaction in which Panasonic Corporation would acquire 100 percent of Hussmann's outstanding shares. The transaction was completed on April 1, 2016. We received net proceeds of $ 422.5 million for our interest and recognized a gain of $ 397.8 million on the sale during the second quarter of 2016.

Provision for Income Taxes

For the six months ended June 30, 2017 , our effective tax rate was 25.7 % which is lower than the U.S. statutory rate of 35% primarily due to the recognition of excess tax benefits from employee share-based payments in Provision for income taxes as a result of the adoption of ASU 2016-09 on January 1, 2017 and earnings in non-U.S. jurisdictions, which in aggregate, have a lower effective tax rate. These amounts were partially offset by a non-cash charge related to the establishment of a valuation allowance on certain net deferred tax assets in Brazil, primarily comprised of net operating loss carryforwards, which remain available for future use when markets recover and the entities return to profitability. Excess tax benefits from employee share-based payments decreased the effective tax rate by 3.2% and the establishment of the Brazil valuation allowance increased the effective tax rate by 5.1 %. The effective tax rate for the six months ended June 30, 2016 was 13.1 % which is lower than the U.S. statutory rate of 35% primarily due to the tax treatment of the Hussmann gain. The gain, which was not subject to tax under the relevant local tax laws, decreased the effective tax rate by 8.5%. In addition, the effective tax rate was impacted by earnings in non-U.S. jurisdictions, which in aggregate, have a lower effective tax rate. Revenues from non-U.S. jurisdictions account for approximately 35% of our total revenues, such that a material portion of our pretax income is earned and taxed outside the U.S. at rates ranging from 0% to 38%. When comparing the results of multiple reporting periods, among other factors, the mix of earnings between U.S. and foreign jurisdictions can cause variability on our overall effective tax rate.

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. In doing so, we review and analyze our current cash on hand, the number of days our sales are outstanding, inventory turns, capital expenditure commitments and income tax payments. Our cash requirements primarily consist of the following:


•	Funding of working capital


•	Funding of capital expenditures


•	Debt service requirements

Our primary sources of liquidity include cash balances on hand, cash flows from operations, proceeds from debt offerings, commercial paper, and borrowing availability under our existing credit facilities. We earn a significant amount of our operating income in jurisdictions where it is deemed to be permanently reinvested. Our most prominent jurisdiction of operation is the U.S.

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We expect existing cash and cash equivalents available to the U.S., the cash generated by our U.S. operations, our committed credit lines as well as our expected ability to access the capital and debt markets will be sufficient to fund our U.S. operating and capital needs for at least the next twelve months and thereafter for the foreseeable future. In addition, we expect existing non-U.S. cash and cash equivalents and the cash generated by our non-U.S. operations will be sufficient to fund our non-U.S. operating and capital needs for at least the next twelve months and thereafter for the foreseeable future.

As of June 30, 2017 , we had $ 1,310.1 million of cash and cash equivalents on hand, of which $756.3 million was held by non-U.S. subsidiaries. Cash and cash equivalents held by our non-U.S. subsidiaries are either generally available for use in our U.S. operations via intercompany loans or equity infusions or we intend to permanently reinvest them in our non-U.S. operations. We currently have no plans to repatriate permanently reinvested funds to fund our U.S. operations. However, if we decided to repatriate such funds to our U.S. operations, we would be required to accrue and pay applicable U.S. (and non-U.S.) taxes.

Share repurchases are made from time to time in accordance with management's capital allocation strategy, subject to market conditions and regulatory requirements. In February 2014, our Board of Directors authorized the repurchase of up to $1.5 billion of our ordinary shares under a share repurchase program that began in April 2014 and was completed in the second quarter of 2017. In February 2017, our Board of Directors authorized the repurchase of up to $1.5 billion of our ordinary shares under a new share repurchase program upon completion of the prior share repurchase program. Repurchases under this program began in May 2017 and total approximately $159 million at June 30, 2017. As a result, we have approximately $1.3 billion remaining under the newly authorized program. Combined, we repurchased $575.2 million of our ordinary shares during the six months ended June 30, 2017 . In October 2016, we announced an increase in our quarterly share dividend from $0.32 to $0.40 per ordinary share. In addition, we incur ongoing costs associated with restructuring initiatives intended to result in improved operating performance, profitability and working capital levels. Actions associated with these initiatives may include workforce reduction, improving manufacturing productivity, realignment of management structures and rationalizing certain assets. We expect our available cash flow, committed credit lines and access to the capital markets will be sufficient to fund the increased dividend, share repurchases and ongoing restructuring actions.

Liquidity

The following table contains several key measures of our financial condition and liquidity at the period ended:



In millions	June 30, 2017			December 31, 2016
Cash and cash equivalents	$	1,310.1		$	1,714.7
Short-term borrowings and current maturities of long-term debt	361.3			360.8
Long-term debt	3,704.5			3,709.4
Total debt	4,065.8			4,070.2
Total Ingersoll-Rand plc shareholders’ equity	6,721.6			6,643.8
Total equity	6,794.0			6,718.3
Debt-to-total capital ratio	37.4		%	37.7		%

Short-term borrowings and current maturities of long-term debt consisted of the following:



In millions	June 30, 2017		December 31, 2016
Debentures with put feature	$	343.0	$	343.0
Other current maturities of long-term debt	7.7		7.7
Other short-term borrowings	10.6		10.1
Total	$	361.3	$	360.8

Commercial Paper Program

We use borrowings under our commercial paper program for general corporate purposes. The maximum aggregate amount of unsecured commercial paper notes available to be issued, on a private placement basis, under the commercial paper program is $ 2 billion as of June 30, 2017 .

Debentures with Put Feature

At June 30, 2017 and December 31, 2016 , we had $343.0 million of fixed rate debentures outstanding which contain a put feature that the holders may exercise on each anniversary of the issuance date. If exercised, we are obligated to repay in whole or in part, at the holder’s option, the outstanding principal amount of the debentures plus accrued interest. If these options are not exercised,

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the final contractual maturity dates would range between 2027 and 2028 . Holders of these debentures had the option to exercise the put feature on $37.2 million of the outstanding debentures in February 2017, subject to the notice requirement. No material exercises were made.

Other Credit Facilities

We maintain two 5-year, $ 1.0 billion revolving credit facilities (the Facilities) through our wholly-owned subsidiaries, Ingersoll-Rand Global Holding Company Limited and Ingersoll-Rand Luxembourg Finance S.A. (collectively, the Borrowers). Each senior unsecured credit facility, one of which matures in March 2019 and the other in March 2021, provides support for the Company's commercial paper program and can be used for working capital and other general corporate purposes. Ingersoll-Rand plc, Ingersoll-Rand Irish Holdings Unlimited Company, Ingersoll-Rand Lux International Holding Company S.à.r.l. and Ingersoll-Rand Company each provide irrevocable and unconditional guarantees for these Facilities. In addition, each Borrower will guarantee the obligations under the Facilities of the other Borrower. Total commitments of $ 2.0 billion were unused at June 30, 2017 and December 31, 2016 .

Cash Flows

The following table reflects the major categories of cash flows for the six months ended June 30 . For additional details, see the Condensed Consolidated Statements of Cash Flows in the condensed consolidated financial statements.



In millions	2017			2016
Net cash provided by (used in) continuing operating activities	$	422.3		$	402.9
Net cash provided by (used in) continuing investing activities	(118.9		)	332.7
Net cash provided by (used in) continuing financing activities	(766.9		)	(571.2		)

Operating Activities

Net cash provided by continuing operating activities for the six months ended June 30, 2017 was $422.3 million , of which net income provided $745.6 million after adjusting for non-cash transactions. Changes in assets and liabilities, net used $ 323.3 million . Improvements in accounts payable were more than offset by the seasonal increase to inventory balances and higher outstanding accounts receivable. Net cash provided by continuing operating activities for the six months ended June 30, 2016 was $402.9 million , of which net income provided $717.7 million after adjusting for non-cash transactions. Changes in assets and liabilities, net used $ 314.8 million . Improvements in accounts payable were more than offset by the seasonal increase to inventory balances and higher outstanding accounts receivable.

Investing Activities

Cash flows from investing activities represents inflows and outflows regarding the purchase and sale of assets. Primary activities associated with these items include capital expenditures, proceeds from the sale of property, plant and equipment, acquisitions and divestitures. During the six months ended June 30, 2017 , net cash used in investing activities from continuing operations was $118.9 million . The primary driver of the usage is attributable to capital expenditures of $79.5 million . In addition, we acquired several businesses that complement existing products and services. The total outflow for acquisitions, net of cash acquired, was $39.9 million during the period. Net cash provided by investing activities from continuing operations for the six months ended June 30, 2016 was $332.7 million . The primary driver of the inflow was primarily attributable to proceeds received from the sale of our Hussmann equity interest during the period partially offset by capital expenditures.

Financing Activities

Cash flows from financing activities represents inflows and outflows that account for external activities affecting equity and debt. Primary activities associated with these actions include paying dividends to shareholders, repurchasing our own shares, issuing our own stock and debt transactions. During the six months ended June 30, 2017 , net cash used in financing activities from continuing operations was $766.9 million . Primary drivers of the cash outflow include dividends paid to ordinary shareholders and the repurchase of $575.2 million in ordinary shares. Net cash used in financing activities from continuing operations for the six months ended June 30, 2016 was $571.2 million . The repayment of short term borrowings, primarily commercial paper, the cash outflow for dividends paid to ordinary shareholders and the repurchase of $250.1 million in ordinary shares were the primary drivers of the cash outflow for the period.

Discontinued Operations

Cash flows from discontinued operations primarily represent costs associated with postretirement benefits, product liability, worker's compensation and legal costs (mostly asbestos-related) from previously sold businesses. Net cash used in discontinued

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operating activities for the six months ended June 30, 2017 includes the proceeds from settlements with insurance carriers related to asbestos. Net cash provided by discontinued operating activities for the six months ended June 30, 2016 included the proceeds from a settlement with an insurance carrier related to asbestos and the proceeds on the sale of property relating to a previously sold business.

Pensions

Our investment objective in managing defined benefit plan assets is to ensure that all present and future benefit obligations are met as they come due. We seek to achieve this goal while trying to mitigate volatility in plan funded status, contribution and expense by better matching the characteristics of the plan assets to that of the plan liabilities. We use a dynamic approach to asset allocation whereby a plan's allocation to fixed income assets increases as the plan's funded status improves. We monitor plan funded status and asset allocation regularly in addition to investment manager performance.

We monitor the impact of market conditions on our defined benefit plans on a regular basis. None of our defined benefit pension plans have experienced a significant impact on their liquidity due to the volatility in the markets. For further details on pension plan activity, see Note 9 to the condensed consolidated financial statements.

For a further discussion of Liquidity and Capital Resources, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2016 .

Commitments and Contingencies

We are involved in various litigations, claims and administrative proceedings, including those related to asbestos, environmental, and product liability matters. Amounts recorded for identified contingent liabilities are estimates, which are reviewed periodically and adjusted to reflect additional information when it becomes available. Subject to the uncertainties inherent in estimating future costs for contingent liabilities, except as expressly set forth in Note 18 to the condensed consolidated financial statements, management believes that the liability which may result from these legal matters would not have a material adverse effect on our financial condition, results of operations, liquidity or cash flows.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with those accounting principles requires management to use judgments in making estimates and assumptions based on the relevant information available at the end of each period. These estimates and assumptions have a significant effect on reported amounts of assets and liabilities, revenue and expenses, as well as the disclosure of contingent assets and liabilities because they result primarily from the need to make estimates and assumptions on matters that are inherently uncertain. Actual results may differ from estimates.

Management believes there have been no significant policy changes during the six months ended June 30, 2017 , to the items that we disclosed as our critical accounting policies in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2016 .

Recent Accounting Pronouncements

See Note 2 to the Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements.

Safe Harbor Statement

Certain statements in this report, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements.

Forward-looking statements may relate to such matters as projections of revenue, margins, expenses, tax provisions, earnings, cash flows, benefit obligations, share or debt repurchases or other financial items; any statements of the plans, strategies and objectives of management for future operations, including those relating to any statements concerning expected development, performance or market share relating to our products and services; any statements regarding future economic conditions or our performance; any statements regarding pending investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. These statements are based on currently available information and our current assumptions, expectations and projections about future events. While we believe that our assumptions, expectations and projections are reasonable in view of the currently available information, you are cautioned not to place undue reliance on

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our forward-looking statements. You are advised to review any further disclosures we make on related subjects in materials we file with or furnish to the SEC. Forward-looking statements speak only as of the date they are made and are not guarantees of future performance. They are subject to future events, risks and uncertainties - many of which are beyond our control - as well as potentially inaccurate assumptions, that could cause actual results to differ materially from our expectations and projections. We do not undertake to update any forward-looking statements.

Factors that might affect our forward-looking statements include, among other things:


•	overall economic, political and business conditions in the markets in which we operate;


•	the demand for our products and services;


•	competitive factors in the industries in which we compete;


•	changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations);


•	the outcome of any litigation, governmental investigations or proceedings;


•	the outcome of any income tax audits or settlements;


•	interest rate fluctuations and other changes in borrowing costs;


•	other capital market conditions, including availability of funding sources;


•	currency exchange rate fluctuations, exchange controls and currency devaluations;


•	availability of and fluctuations in the prices of key commodities and the impact of higher energy prices;


•	impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets;


•	climate change, changes in weather patterns and seasonal fluctuations;


•	the impact of potential information technology or data security breaches;


•	the strategic acquisition of businesses, product lines and joint ventures; and


•	the possible effects on us of future tax and other legislation (including legislation that may limit or eliminate potential tax benefits resulting from our incorporation in a non-U.S. jurisdiction, such as Ireland).

Some of the significant risks and uncertainties that could cause actual results to differ materially from our expectations and projections are described more fully in the “Risk Factors” section of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . There may also be other factors that have not been anticipated or that are not described in our periodic filings with the SEC, generally because we did not believe them to be significant at the time, which could cause results to differ materially from our expectations.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

For a discussion of the Company’s exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . There has been no significant change in our exposure to market risk as of the second quarter of 2017 .

Item 4 – Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of June 30, 2017 , that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this Quarterly Report on Form 10-Q has been recorded, processed, summarized and reported when required and the information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in the Company’s internal control over financial reporting that occurred during the second quarter of 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

In the normal course of business, we are involved in a variety of lawsuits, claims and legal proceedings, including commercial and contract disputes, employment matters, product liability claims, asbestos-related claims, environmental liabilities, intellectual property disputes, and tax-related matters. In our opinion, pending legal matters are not expected to have a material adverse impact on our results of operations, financial condition, liquidity or cash flows.

Asbestos-Related Matters

Certain wholly-owned subsidiaries of the Company are named as defendants in asbestos-related lawsuits in state and federal courts. In virtually all of the suits, a large number of other companies have also been named as defendants. The vast majority of those claims has been filed against either Ingersoll-Rand Company or Trane and generally allege injury caused by exposure to asbestos contained in certain historical products sold by Ingersoll-Rand Company or Trane, primarily pumps, boilers and railroad brake shoes. Neither Ingersoll-Rand Company nor Trane was a producer or manufacturer of asbestos.

See also the discussion contained in our Annual Report on Form 10-K for the period ended December 31, 2016 under Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Environmental and Asbestos Matters and also Note 17 to the condensed consolidated financial statements in this Form 10-Q.

Item 1A – Risk Factors

There have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the period ended December 31, 2016 . For a further discussion of our Risk Factors, refer to the “Risk Factors” discussion contained in our Annual Report on Form 10-K for the period ended December 31, 2016 .

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information with respect to purchases by the Company of its ordinary shares during the second quarter of 2017 :



Period	Total number of shares purchased (000's) (a) (b) (c)	Average price paid per share (a) (b) (c)		Total number of shares purchased as part of program (000's) (a) (c)	Approximate dollar value of shares still available to be purchased under the program ($000's) (a) (c)
April 1 - April 30	2,020.4	$	82.48	2,020.0	$	—
May 1 - May 31	758.5	88.74		758.5	1,432,689
June 1 - June 30	1,186.9	90.02		1,175.0	1,326,914
Total	3,965.8	$	85.93	3,953.5

(a) In February 2014, our Board of Directors authorized the repurchase of up to $1.5 billion of our ordinary shares under a share repurchase program, which began in April 2014. This repurchase program was completed in the second quarter of 2017.

(b) We may also reacquire shares outside of the repurchase program from time to time in connection with the surrender of shares to cover taxes on vesting of share based awards. In such transactions, we reacquired 411 shares in April and 11,932 shares in June.

(c) In February 2017, our Board of Directors authorized the repurchase of up to $1.5 billion of our ordinary shares under a new share repurchase program upon completion of the prior authorized share repurchase program. Repurchases under the new share repurchase program began in May 2017. Share repurchases are made from time to time in accordance with management's capital allocation strategy, subject to market conditions and regulatory requirements. The repurchase program does not have a prescribed expiration date.

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Item 6 – Exhibits

(a) Exhibits



Exhibit No.	Description	Method of Filing

10.1	IR Executive Deferred Compensation Plan (as amended and restated effective as of January 1, 2017	Filed herewith.

10.2	IR Executive Deferred Compensation Plan II (as amended and restated effective as of January 1, 2017)	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.

101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Comprehensive Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statement of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.	Filed herewith.

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INGERSOLL-RAND PLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		INGERSOLL-RAND PLC (Registrant)

Date:	July 26, 2017	/s/ Susan K. Carter
		Susan K. Carter, Senior Vice President and Chief Financial Officer Principal Financial Officer

Date:	July 26, 2017	/s/ Christopher J. Kuehn
		Christopher J. Kuehn, Vice President and Chief Accounting Officer Principal Accounting Officer

Exhibit 10.1

IR EXECUTIVE DEFERRED COMPENSATION PLAN

[Amended and Restated as of January 1, 2017]

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SECTION 1 - STATEMENT OF PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

SECTION 2 - DEFINITIONS

2.1 Account Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 1

2.2 Administrative Committee. . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .2

2.3 Base Salary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .2

2.4 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.5 Beneficiary Designation Form. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 2

2.6 Cash Incentive Compensation Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.7 Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.8 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.9 Compensation Committee. . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

2.10 Deferral Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.11 Deferral Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 3

2.12 Disability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2.13 Discretionary Company Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

2.14 Discretionary Company Contribution Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .3

2.15 Dividends on Stock Grants. . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .3

2.16 Early Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .3

2.17 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . .3

2.18 Elected Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . .3

2.19 Election Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .4

2.20 Eligible Employee. . . . . . . . . . . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . .4

2.21 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . .4

2.22 Investment Option Subaccounts. . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .4

2.23 IR Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .. . .. . . . . . . . . . . . . . . . . . . . . .4

2.24 IR Stock Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .4

2.25 Merger Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .4

2.26 Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . .4

2.27 Participating Employer. . . . . . . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 4

2.28 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .. . . . . . . . . . . . . . . . . . . . . . 5

2.29 Retirement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .. . .. . . . . . . . . . . . . . . . . . . . . . 5

2.30 Return. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . .5

2.31 Service . . . . . . . . . . . . . . . . . . . . . . .. . . . . .. . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . .5

2.32 Supplemental Contribution. . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 5

2.33 Supplemental Contribution Account. . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 5

2.34 Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 5

2.35 Unforeseeable Financial Emergency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

SECTION 3 - ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 4 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

4.1 Participation and Deferral Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

4.2 Investment Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

SECTION 5 - VESTING

5.1 Deferral Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

5.2 Supplemental Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

5.3 Discretionary Contributions. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 6 - ACCOUNTS AND VALUATIONS

6.1 Deferral Accounts. . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

6.2 Supplemental Contribution Accounts. . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .9

6.3 Discretionary Company Contribution Accounts. . . . . . . . . . . . . . . . . . . . . . . . . .10

6.4 IR Stock Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

6.5 Changes in Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

6.6 Accounts are Bookkeeping Entries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

SECTION 7 - DISTRIBUTION OF ACCOUNTS

7.1 Termination with Five Years of Service, Retirement, Disability and Death. . . . 13

7.2 Scheduled Distributions Prior to Termination of Employment. . . . . . . . . . . . . 14

7.3 Termination of Employment Prior to Completing Five (5) Years of Service. . . 15

7.4 Transfer of Employment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . 15

7.5 Hardship Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . 15

7.6 Early Distributions (with forfeiture) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 15

7.7 Form of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . 16

7.8 Taxes; Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 16

7.9 Distribution Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 16

SECTION 8 - BENEFICIARY DESIGNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 17

(ii)

SECTION 9 - AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . 17

9.2 Termination of Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 17

SECTION 10 - MISCELLANEOUS

10.1 Unsecured General Creditor. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .18

10.2 Entire Agreement; Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 18

10.3 Non-Assignability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .18

10.4 No Contract of Employment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .18

10.5 Authorization and Source of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .19

10.6 Singular and Plural. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .19

10.7 Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 19

10.8 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .19

10.9 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .19

10.10 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

Appendix A Claims Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . 20

(ii)

IR Executive Deferred Compensation Plan
Amended and Restated as of January 1, 2017

SECTION 1

STATEMENT OF PURPOSE

The purpose of the IR Executive Deferred Compensation Plan (the “Plan”) is to further increase the mutuality of interest between Ingersoll-Rand Company (the “Company”), its employees, the employees of a Participating Employer and members of Ingersoll-Rand plc by providing a select group of management and highly compensated employees of the Company or a Participating Employer the opportunity to elect to defer receipt of cash compensation. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan, originally known as the Ingersoll-Rand Company Executive Deferred Compensation and Stock Bonus Plan, became effective on January 1, 1997, was amended and restated effective January 1, 2001, and again effective August 1, 2007, January 1, 2009 and July 1, 2009. This further amendment and restatement is incorporating two amendments since July 1, 2009.

Notwithstanding any other provision of the Plan to the contrary (including any election made by any Participant under the Plan), (i) no amount shall be deferred under the Plan if, pursuant to the effective date rules of Section 885(d) of the American Jobs Creation Act of 2004, Q&A-16 of IRS Notice 2005-1, and Treasury Regulations section 1.409A-6(a), such amount would be subject to Section 409A of the Internal Revenue Code of 1986, as amended (a “Non-Grandfathered New Deferral Amount”), and (ii) any amount previously deferred under the Plan that, pursuant to the effective date rules of Section 885(d) of the American Jobs Creation Act of 2004, Q&A-16 of IRS Notice 2005-1, and Treasury Regulations section 1.409A-6(a), is subject to Section 409A of the Internal Revenue Code of 1986, as amended (a “Non-Grandfathered Prior Deferral Amount”) shall no longer be credited or payable under the Plan after December 31, 2004. Any Non- Grandfathered New Deferral Amount shall instead be deferred under the IR Executive Deferred Compensation Plan II, and any Non-Grandfathered Prior Deferral Amount shall instead be credited under the IR Executive Deferred Compensation Plan II, as and to the extent provided under the terms of the IR Executive Deferred Compensation Plan II.

SECTION 2

DEFINITIONS


2.1	“Account Balance” means, for each Plan Year, a credit on the records of the Company equal to the sum of the value of a Participant’s Deferral Account, Supplemental Contribution Account, Discretionary Company Contribution Account

and IR Stock Account for such Plan Year. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or to the Participant’s designated Beneficiary, pursuant to the Plan.


2.2	“Administrative Committee” shall mean the committee appointed by the Chief Executive Officer of the Company which will administer the Plan in accordance with the duties delegated to it by the Compensation Committee or as set forth herein.


2.3	“Base Salary” means a Participant’s annual base salary, excluding bonuses, commissions, incentive compensation and all other remuneration for services rendered to the Company or a Participating Employer and prior to a reduction for any salary contributions to a plan established pursuant to Code Section 125 or qualified pursuant to Code Section 401(k).


2.4	“Beneficiary” means the person or persons designated as such in accordance with Section 8.


2.5	“Beneficiary Designation Form” means the form established from time to time by the Administrative Committee that a Participant completes and returns to the Administrative Committee to designate one or more Beneficiaries.


2.6	“Cash Incentive Compensation Award” means any of the Participant’s annual cash incentive compensation awards.

2.7

“Change in Control” means a “change in control of the Company” (as set forth in the Company's Incentive Stock Plan of 2007) or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, other than any sale, lease, exchange or other transfer to any person or entity where the Company owns, directly or indirectly, at least 80 percent of the outstanding voting securities of such person or entity after any such transfer, unless a different definition is used for purposes of any severance of employment agreement or change of control arrangement between the Company and a Participant, in which event such definition shall apply. Notwithstanding the foregoing, for purposes of this Section 2.7, the term “Company” shall mean Ingersoll-Rand plc.


2.8	“Code” means the Internal Revenue Code of 1986, as amended from time to time.


2.9	“Compensation Committee” means the Compensation Committee of the Board of Directors of Ingersoll-Rand plc.


2.10	“Deferral Account” means, for each Plan Year, (i) the sum of all of a Participant’s Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Deferral Account, less

(iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Deferral Account.

2.11

“Deferral Amount” means the amount of a Participant’s Cash Incentive Compensation Award, Base Salary and Dividends on Stock Grants actually deferred under the Plan by the Participant pursuant to Section 4 for any one Plan Year. Effective May 29, 2003, Deferral Amount shall also mean, with respect to a Participant who participates in the Ingersoll-Rand Company Elected Officers Supplemental Program or the Ingersoll-Rand Company Supplemental Key Management Plan, the amount that would be payable to the Participant under the Ingersoll-Rand Company Elected Officers Supplemental Program, Ingersoll-Rand Company Supplemental Key Management Plan, Ingersoll-Rand Company Supplemental Employee Savings Plan and/or the Ingersoll-Rand Company Supplemental Pension Plan but for the Participant’s deferral under Section 4 of the Plan and the applicable provisions of the Ingersoll-Rand Company Supplemental Employee Savings Plan and/or the Ingersoll-Rand Company Supplemental Pension Plan.


2.12	“Disability” means the Participant is eligible to receive benefits under a long-term disability plan maintained by the Company or a Participating Employer.


2.13	“Discretionary Company Contribution” means an additional amount to be credited to a Participant's Discretionary Contribution Account for a Plan Year.

2.14

“Discretionary Company Contribution Account” means, for each Plan Year, (i) the sum of all of a Participant’s Discretionary Company Contributions, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Discretionary Company Contribution Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Discretionary Company Contribution Account.


2.15	“Dividends on Stock Grants” means the dividends on deferred stock grants payable to a Participant pursuant to the Ingersoll-Rand Company Incentive Stock Plan of 1998 or any successor plan thereto.

2.16

“Early Distribution” means an election by the Participant, pursuant to Section 7.6, to receive a distribution of amounts from the Participant’s Deferral Account, IR Stock Account, vested Discretionary Company Contribution Account and vested Supplemental Contribution Account with respect to a specific Plan Year prior to the time at which such Participant would otherwise be entitled to such amounts.


2.17	“Effective Time” means the Effective Time as such time is defined in the Merger Agreement.


2.18	“Elected Officer” means an officer of the Company elected to such position by the Board of Directors of the Company.

2.19

“Election Form” means the form or forms established from time to time by the Administrative Committee that a Participant completes, signs and returns to the Administrative Committee to make an election under the Plan. An Election Form also includes any other method approved by the Administrative Committee, in its sole and absolute discretion, that a Participant may use to make an election under the Plan. The terms and conditions specified in the Election Form(s) are incorporated by reference herein and form a part of the Plan. If there is a conflict between the Election Form and the Plan, the terms of the Plan shall control and govern.


2.20	“Eligible Employee” means an Elected Officer or an individual who is among a select group of management and highly compensated employees of the Company or a Participating Employer who has been selected by the Administrative Committee, in its sole and absolute discretion, to participate in the Plan.


2.21	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.


2.22	“Investment Option Subaccounts” means the separate subaccounts, each of which corresponds to an investment option elected by the Participant or, as provided in Section 6.3 regarding Discretionary Company Contributions, the Administrative Committee, with respect to a Participant’s Deferral Accounts and/or Discretionary Company Contribution Accounts, as applicable.


2.23	“IR Stock ” means the ordinary shares, par value $1.00 per share, of Ingersoll-Rand plc, an Irish company.

2.24

“IR Stock Account” means, for each Plan Year, (i) the sum of all of a Participant’s Deferral Amounts and Discretionary Company Contributions that are deemed to be invested in IR Stock, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s IR Stock Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s IR Stock Account.


2.25	“Merger Agreement” means that certain Agreement and Plan of Merger among the Company, Ingersoll-Rand Company Limited, and IR Merger Corporation dated as of October 31, 2001, pursuant to which the Company became an indirect wholly-owned subsidiary of Ingersoll-Rand Company Limited.


2.26	“Participant” means an Eligible Employee participating in the Plan in accordance with the provisions of Section 4.


2.27	“Participating Employer” means any direct or indirect parent, subsidiary or affiliate of the Company.


2.28	“Plan Year” means a calendar year.


2.29	“Retirement” means termination of employment by a Participant after he or she has attained age 65 (62 for Elected Officers) or termination at or after age 55 with at least five (5) years of Service.


2.30	“Return” means, for each investment option, an amount equal to the net investment return (including changes in value and distributions) for each such investment option during each business day.


2.31	“Service” means periods of service with the Company or a Participating Employer as determined by the Administrative Committee in its sole and absolute discretion.

2.32

“Supplemental Contribution” means an additional amount to be credited to a Participant’s Supplemental Contribution Account equal to twenty percent (20%) of the Participant’s Cash Incentive Compensation Award that is deferred under Section 6.1 of the Plan for a Plan Year by the Participant and is, at the time of making the deferral election, elected to be invested in the Participant’s IR Stock Account. Supplemental Contributions shall be available and credited only to Participants whose job category indicates specified ownership guidelines as determined by the Compensation Committee in its sole and absolute discretion.

2.33

“Supplemental Contribution Account” means, for each Plan Year, (i) the sum of all of a Participant’s Supplemental Contributions, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Supplemental Contribution Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Supplemental Contribution Account.


2.34	“Trust” means the Ingersoll-Rand Company Deferred Compensation Trust Agreement, dated as of January 1, 2001 between the Company and the trustee named therein, as amended from time to time.

2.35

“Unforeseeable Financial Emergency” means severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, loss of the Participant’s property due to casualty or other similar or extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforeseeable financial emergency will depend upon the facts of each case, but, in any case, a hardship benefit may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant's assets, to the extent

the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of Deferral Amounts under the Plan.

SECTION 3

ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Compensation Committee (or any successor committee). The Compensation Committee has delegated authority to the Administrative Committee to administer the Plan in accordance with the provisions of this Section. Notwithstanding the previous sentence, the Compensation Committee shall retain authority for determining (i) a Participant’s eligibility to receive Supplemental Contributions, and (ii) eligibility for, and the amount of, Discretionary Company Contributions with respect to Participants whose job category indicates specified ownership guidelines as determined by the Compensation Committee.

The primary responsibility of the Administrative Committee is to administer the Plan for the exclusive benefit of Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrative Committee shall administer the Plan in accordance with its terms to the extent consistent with applicable law, and shall have the power to determine all questions arising in connection with the administration, interpretation, and application of the Plan. Any such determination by the Administrative Committee shall be conclusive and binding upon all affected parties. Any denial by the Administrative Committee of a claim for benefits under the Plan by a Participant or Beneficiary shall be stated in writing by the Administrative Committee in accordance with the claims procedures annexed hereto as Appendix A, which shall govern all claims submitted under the Plan.

SECTION 4

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

4.1

Participation and Deferral Election . Any Eligible Employee may elect to participate in the Plan for a given Plan Year by filing a completed Election Form for the Plan Year in the manner prescribed by the Administrative Committee. The Election Form must specify the percentage or dollar amount of any Deferral Amount otherwise payable during such Plan Year that will be deferred under the Plan. Notwithstanding the previous sentence, an election to defer Dividends on Stock Grants shall be equal to one hundred percent (100%) of the Dividends on Stock Grants. The minimum total dollar amount of a Participant’s Deferral Amount that a Participant may defer under the Plan for any Plan Year is $5,000. Any election to defer a Deferral Amount is irrevocable upon the filing of the Election Form, and must be properly completed and filed no later than the November 30 immediately preceding such Plan Year, or such other date as the Administrative Committee may

specify. An Eligible Employee who fails to file a properly completed Election Form by such date will be ineligible to defer a Deferral Amount under the Plan for the following Plan Year. In addition, the Administrative Committee, in its sole and absolute discretion, may establish from time to time such other enrollment requirements as it determines are necessary or proper.

Notwithstanding anything to the contrary, the Administrative Committee, in its sole and absolute discretion, shall determine from time to time the percentage of Base Salary that may be deferred by Participants under the Plan in any Plan Year. Once such a determination is made the percentage shall remain in effect until changed by the Administrative Committee.

If the Administrative Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with ERISA Sections 201(2), 301(a)(3) and 401(a)(1), the Administrative Committee shall have the right, in its sole and absolute discretion, to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant's membership status changes, (ii) prevent the Participant from making future deferral elections and/or (iii) immediately distribute the Participant's then vested Account Balances and terminate the Participant's participation in the Plan.

4.2

Investment Election . In accordance with procedures established by the Administrative Committee in its sole and absolute discretion, prior to the time a Participant’s Deferral Amounts are credited to a Participant’s Deferral Account pursuant to Section 6.1, the Participant shall designate, on an Election Form, the types of investment options in which the Participant’s Deferral Amounts will be deemed to be invested for purposes of determining the amount of earnings to be credited to the Participant’s Deferral Account and, with respect to Deferral Amounts that are designated by the Participant to be deemed to be invested in IR Stock, the IR Stock Account.

Subject to the right of the Administrative Committee to direct the types of investment options in which a Participant’s Discretionary Company Contributions will be deemed to be invested as described in Section 6.3, in the event a Participant receives a Discretionary Company Contribution, the Participant shall, at the time designated by the Administrative Committee, in its sole and absolute discretion, designate, on an Election Form, the types of investment options in which the Participant’s Discretionary Company Contributions will be deemed to be invested for purposes of determining the amount of earnings to be credited to the Participant’s Discretionary Company Contribution Account and, with respect to Discretionary Company Contributions that are designated by the Participant to be deemed to be invested in IR Stock, the IR Stock Account.

In making the designations pursuant to this Section, the Participant may specify that all or any portion of the Participant’s Deferral Amount and, subject to Section 6.3, Discretionary Company Contributions be deemed to be invested, in whole percentage increments, in one or more of the types of investment options provided under the Plan as communicated from time to time by the Administrative Committee. Subject to Section 6.4, a Participant may change the designation made under this Section with respect to prior and/or future Deferral Amounts and/or, subject to Section 6.3, prior and/or future Discretionary Company Contributions by filing an Election Form no later than the time specified by the Administrative Committee, in its sole and absolute discretion, to be effective as of the first business day of the following month. Subject to Section 6.4, effective January 1, 2017, a Participant may change the designation made under this Section with respect to prior and/or future Deferral Amounts and/or subject to Section 6.3, prior Discretionary Company Contributions to be effective as of the next business day, provided the change is received by the Plan’s record keeper no later than close of the stock market (typically 4 p.m. eastern standard time). Changes received after close of the stock market shall be effective on the second business day after receipt. Except for Discretionary Company Contributions that the Administrative Committee, pursuant to Section 6.3, has directed the investment options in which a Participant’s Discretionary Company Contributions shall be deemed to be invested, if a Participant fails to elect a type of investment option under this Section, he or she shall be deemed to have elected the investment option designated by the Administrative Committee as the default investment option.

SECTION 5

VESTING


5.1.	Deferral Amounts . A Participant shall be fully vested in his or her Deferral Account.

5.2.

Supplemental Contributions . A Participant shall vest in his or her Supplemental Contribution Account on the earliest of: (i) the fifth anniversary of the date the Supplemental Contribution is credited to the Participant's Supplemental Contribution Account; (ii) the date of the Participant's Retirement; (iii) the Participant’s Disability; (iv) the Participant's death; (v) a Change in Control; or (vi) a termination of the Plan pursuant to Section 9.2.

5.3.

Discretionary Contributions. A Participant shall vest in his or her Discretionary Company Contribution Account on the earliest of: (i) the date determined by the Administrative Committee; (ii) the date of the Participant’s Disability; (iii) the date of the Participant’s death; (iv) a Change in Control; or (v) a termination of the Plan pursuant to Section 9.2. Notwithstanding the above, to the extent an agreement between the Company and the Participant contains provisions governing vesting with regards to a Discretionary Company Contribution made on behalf of the Participant, the terms of such agreement shall apply.

SECTION 6

ACCOUNTS AND VALUATIONS

6.1

Deferral Accounts . The Administrative Committee shall establish and maintain a separate Deferral Account for each Participant for each Plan Year. All Deferral Amounts, other than Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s Deferral Account on the date when the Deferral Amount would otherwise be paid to the Participant. All Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account as described in Section 6.4.

Each Participant’s Deferral Accounts shall be divided into Investment Option Subaccounts. A Participant’s Deferral Accounts shall be credited as follows:

(a)

On the day a Deferral Amount is credited to a Participant’s Deferral Account, the Administrative Committee shall credit the Investment Option Subaccounts of the Participant's Deferral Account with an amount equal to the Participant’s Deferral Amount in accordance with the Participant's Election Form; that is, the portion of the Participant's Deferral Amount that the Participant has elected to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option Subaccount corresponding to that investment option, and


(b)	Each business day, each Investment Option Subaccount of a Participant's Deferral Account shall be adjusted for earnings or losses in an amount equal to that determined by multiplying the balance credited to such Investment Option Subaccount as of the prior day plus contributions credited that day to the Investment Option Subaccount by the Return for the corresponding investment option.

6.2

Supplemental Contribution Accounts. The Administrative Committee shall establish and maintain a separate Supplemental Contribution Account for each Plan Year for each Participant who receives a Supplemental Contribution for such Plan Year. All Supplemental Contributions shall be credited to the Participant’s Supplemental Contribution Account on the same date that the Participant’s Deferral Amount applicable to a Cash Incentive Compensation Award for which the Supplemental Contribution is being made is credited to the Participant’s Deferral Account pursuant to Section 6.1. All of a Participant’s Supplemental Contributions shall be deemed to be invested in, and shall remain deemed to be invested in, IR Stock in the Participant’s Supplemental Contribution Account until such amounts are distributed from the Plan.

All Supplemental Contributions shall initially be credited to a Participant’s Supplemental Contribution Account in units or fractional units of IR Stock. The

value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Supplemental Contributions are credited to a Participant’s Supplemental Contribution Account, the number of units to be credited shall be determined by dividing the number of units by the value of a unit on such date.

Dividends paid on IR Stock shall be reflected in a Participant’s Supplemental Contribution Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

6.3

Discretionary Company Contribution Accounts . The Administrative Committee shall establish and maintain a separate Discretionary Company Contribution Account for each Plan Year for each Participant who receives a Discretionary Company Contribution for such Plan Year. All Discretionary Company Contributions, other than those that are deemed, at the Participant’s election or as directed by the Administrative Committee pursuant to the following paragraph, to be invested in IR Stock shall be credited to the Participant’s Discretionary Company Contribution Account on the date determined by the Administrative Committee in its sole and absolute discretion. All Discretionary Company Contributions that are deemed, at the Participant’s election or as directed by the Administrative Committee, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account as described in Section 6.4.

Each Participant’s Discretionary Company Contribution Accounts shall be divided into Investment Option Subaccounts. Notwithstanding the previous sentence, the Administrative Committee may, in its sole and absolute discretion, at the time a Discretionary Company Contribution is made, direct that a Participant’s Discretionary Company Contribution be invested in any one or more of the Investment Option Subaccounts (including the IR Stock Account) and that such Discretionary Company Contribution remain invested in such Investment Option Subaccounts until at least such time as the Administrative Committee, in its sole and absolute discretion, determines that such Discretionary Company Contribution, or portion thereof, may, except as otherwise provided in Section 6.4, be invested in Investment Option Subaccounts elected by the Participant. A Participant’s Discretionary Company Contribution Accounts shall be credited as follows:


(a)	On the day a Discretionary Company Contribution is credited to a Participant’s Discretionary Company Contribution Account, the Administrative Committee shall credit the Investment Option Subaccounts of the Participant's Discretionary Company Contribution Account with an amount equal to the Participant’s Discretionary Company Contribution in

accordance with the Participant's Election Form or as directed by the Administrative Committee; that is, the portion of the Participant's Discretionary Company Contribution that the Participant has elected, or that the Administrative Committee has directed, to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option Subaccount corresponding to that investment option.

(b)

Each business day, each Investment Option Subaccount of a Participant's Discretionary Company Contribution Account shall be adjusted for earnings or losses in an amount equal to that determined by multiplying the balance credited to such Investment Option Subaccount as of the prior day plus contributions credited that day to the Investment Option Subaccount by the Return for the corresponding investment option.

To the extent an agreement between the Company and the Participant contains provisions governing the deemed investment of Discretionary Company Contributions made on behalf of the Participant, the deemed investment provisions of such agreement shall apply.

6.4

IR Stock Accounts . The Administrative Committee shall establish and maintain a separate IR Stock Account for each Plan Year for each Participant who (i) elects to have all or a portion of his of her Deferral Amounts and/or Discretionary Company Contributions for such Plan Year invested in IR Stock or, (ii) receives a Discretionary Company Contribution which is directed, pursuant to Section 6.3, by the Administrative Committee to be deemed to be invested in IR Stock. All Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account on the date when the Deferral Amount would otherwise be paid to the Participant. All Discretionary Company Contributions that are deemed, whether at the Participant’s election or as directed by the Administrative Committee, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account on the date determined by the Administrative Committee in its sole and absolute discretion. Notwithstanding anything to the contrary, IR Stock credited to a Participant’s IR Stock Account may not be designated by the Participant to be deemed to be invested in any other investment option and shall remain invested in IR Stock in such IR Stock Account until distributed from the Plan and no deferrals originally invested in another investment option may be reinvested in IR Stock. A Participant’s IR Stock Accounts shall be credited as follows:


(a)	On the day a Deferral Amount or Discretionary Company Contribution is credited to a Participant’s IR Stock Account, the Administrative Committee shall credit the IR Stock Account with an amount equal to the Participant’s Deferral Amount and/or Discretionary Company Contribution.


(b)	All Deferral Amounts and Discretionary Company Contributions deemed to be invested in IR Stock in accordance with the Participant’s Election Form

or, with respect to Discretionary Company Contributions as directed by the Administrative Committee, shall be credited to a Participant's IR Stock Account in units or fractional units. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Deferral Amounts and/or Discretionary Company Contributions are credited to the Participant's IR Stock Account, the number of units to be credited shall be determined by dividing the amount of such Deferral Amounts and/or Discretionary Company Contributions by the value of a unit on such date.

Dividends paid on IR Stock shall be reflected in a Participant's IR Stock Account by the crediting of additional units or fractional units. Such additional units or fractional units shall equal the value of the dividends based upon the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape on the date such dividends are paid.

6.5

Changes in Capitalization . If there is any change in the number or class of shares of IR Stock through the declaration of a stock dividend or other extraordinary dividends, or recapitalization resulting in stock splits, or combinations or exchanges of such shares or in the event of similar corporate transactions, the units in each Participant’s IR Stock Account and Supplemental Contribution Account shall be equitably adjusted to reflect any such change in the number or class of issued shares of IR Stock or to reflect such similar corporate transaction.

6.6

Accounts are Bookkeeping Entries . Notwithstanding any other provision of the Plan that may be interpreted to the contrary, the investment options, including IR Stock, are to be used for measurement purposes only, and a Participant's election of any such investment option, the allocation to his or her Account Balances thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balances shall not be considered or construed in any manner as an actual investment of his or her Account Balances in any such investment option. In the event that the Company or the trustee of the Trust, in its own discretion, decides to invest funds in any or all of the investment options, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balances shall at all times be a bookkeeping entry only and shall not represent any investment made on the Participant’s behalf by the Company or the Trust. The Participant shall at all times remain an unsecured creditor of the Company.

SECTION 7

DISTRIBUTION OF ACCOUNTS

7.1

Termination with Five Years of Service, Retirement, Disability and Death . A Participant who terminates employment after completing at least five (5) years of Service, reaches Retirement, incurs a Disability, or dies shall be paid his or her vested Account Balances (and after his or her death to his or her Beneficiary) in annual installments over ten (10) years beginning as soon as administratively practicable in the year following the Participant’s termination, Retirement, Disability or death unless an optional form of benefit payment is elected in accordance with the next sentence. For each Plan Year’s Account Balance the Participant may elect an optional form of benefit payment in the manner prescribed by the Administrative Committee, in its sole and absolute discretion, from among the following:


(1)	A lump sum distribution to be paid as soon as administratively practicable in the year following the Participant’s termination, Retirement, Disability or death;


(2)	Annual installments over five (5) years commencing as soon as administratively practicable in the year following the Participant’s termination, Retirement, Disability or death;


(3)	Annual installments over fifteen (15) years commencing as soon as administratively practicable in the year following the Participant’s termination, Retirement, Disability or death; and


(4)	A lump sum distribution which shall be paid as soon as administratively practicable in the year specified by the Participant on the Election Form. Such specified time shall be no less than one (1) year and no more than five (5) years following termination, Retirement, Disability or death.

A Participant may elect, on an Election Form, to change the form and/or extend the timing of a distribution under this Section that he or she has previously elected to any other form of distribution or time permitted under this Section, provided that no such election shall be effective unless it is made at least one (1) year before the Participant’s termination, Retirement, Disability or death, as applicable.

In the event of the Participant’s termination of employment with the Company with five (5) years of Service, Retirement, Disability or death prior to the elected date for one or more scheduled distributions prior to termination of employment under Section 7.2, the portion of the Participant’s Account Balance associated with such distribution(s) shall be paid to the Participant (and after his or her death to his or her Beneficiary) in the same form as elected by the Participant under this Section.

Notwithstanding any provision of the Plan to the contrary, if a Participant terminates employment after completing five (5) years of Service, has reached Retirement, incurs a Disability or dies while receiving annual installments prior to termination of employment pursuant to Section 7.2, such annual installments shall continue to be paid to the Participant (and after his or her death to his or her Beneficiary) in the same manner as if the Participant had not terminated employment, reached Retirement, incurred a Disability or died.

All distributions under this Section shall be made on a pro rata basis from the Participant's Account Balances.

7.2

Scheduled Distributions Prior to Termination of Employment . A Participant may elect, on an Election Form, to receive a distribution of all or a portion of his or her Deferral Account, IR Stock Account and vested Discretionary Company Contribution Account with respect to a Plan Year(s) while still employed by the Company. A Participant’s election for a distribution under this Section shall be permitted only if the distribution date has been specified on an original Election Form timely filed by the Participant under Section 4.1, and such distribution date (in the event of a lump sum) or the date of commencement of such distribution (in the event of annual installments) is no earlier than two (2) years from the last day of the Plan Year for which the portion of the Deferral Account, IR Stock Account and vested Discretionary Company Contribution Account to be distributed was actually deferred. A Participant may elect, on an Election Form, to extend the date for any distribution under this Section with respect to any Plan Year, provided such election occurs at least one year before the date of distribution most recently elected for that Plan Year by the Participant and the extension is for a period of not less than two (2) years after the date of distribution most recently elected for that Plan Year by the Participant. The Participant shall have the right to extend the date for any distribution under this Section for a Plan Year twice.

At the time an election for a distribution under this Section is made, the Participant shall also elect, on the Election Form, the form of payment of the distribution. The Participant shall elect either (i) a lump sum payment to be paid as soon as soon as administratively practicable in the year specified by the Participant on the Election Form or (ii) annual installments over two (2), three (3), four (4) or five (5) years beginning as soon as administratively practicable in the year specified by the Participant on the Election Form.

A Participant may elect, on an Election Form, to change the form of payment for any distribution under this Section for any Plan Year to any other form of payment permitted under this Section, provided such election occurs at least one (1) year before the date of distribution previously elected by the Participant.

All distributions under this Section shall be made on a pro rata basis from the Participant's Deferral Account(s), IR Stock Account(s) and vested Discretionary Company Contribution Account(s), as applicable.

7.3

Termination of Employment Prior to Completing Five (5) Years of Service . If a Participant’s employment with the Company terminates prior to his or her completing five (5) years of Service, the vested portion of the Participant's Account Balances, if any, shall be distributed in a lump sum as soon as practicable in the year following the Participant's termination of employment. If a Participant’s employment with the Company terminates prior to his or her completing five (5) years of Service while receiving annual installments prior to termination of employment pursuant to Section 7.2, such annual installments shall continue to be paid to the Participant (and after his or her death to his or her Beneficiary) in the same manner as if the Participant had not terminated employment prior to completing five (5) years of Service. For purposes of this Section, Disability, death and Retirement shall be deemed not to be a termination of employment.


7.4	Transfer of Employment . Notwithstanding any provision of Sections 7.1, 7.2 or 7.3 to the contrary, a Participant shall not be considered to have terminated employment during a Plan Year, if such Participant is continuously employed during that Plan Year by the Company, a Participating Employer, or any subsidiaries or affiliates of a Participating Employer, or any combination thereof.

7.5

Hardship Distribution . In the event that the Administrative Committee, upon written petition of the Participant (or the Participant’s Beneficiary) on an Election Form filed with the Administrative Committee specifying the Plan Year(s), from which payment shall be made, determines in its sole and absolute discretion, that the Participant (or the Participant’s Beneficiary) has suffered an Unforeseeable Financial Emergency, the Company may pay to the Participant (or the Participant’s Beneficiary) in a lump sum from the Participant’s Deferral Account(s), IR Stock Account(s), vested portion of the Discretionary Contribution Account(s) and the vested portion of the Supplemental Contribution Account(s) with respect to the specified Plan Year(s), as soon as practicable following such determination, an amount appropriate under the circumstances. All distributions under this Section shall be made on a pro rata basis from the Participant's Deferral Account(s), IR Stock Account(s), vested Discretionary Company Contribution Account(s) and vested Supplementary Contribution Account(s), as applicable.


7.6	Early Distributions (with forfeiture) . A Participant shall be permitted to elect, on an Election Form, to receive an Early Distribution in whole percentages of up to 100% of his or her Deferral Account(s), IR Stock Account(s) and vested Discretionary Company Contribution Account(s) with respect to a specified Plan Year(s), subject to the following restrictions:


(1)	10% of the amount elected by the Participant to be distributed as an Early Distribution shall be permanently forfeited and such forfeited amount shall be deducted from the amount to be distributed to the Participant.

(2)

If a Participant receives an Early Distribution, the Participant will be ineligible to participate in the Plan for the balance of the Plan Year in which the Early Distribution is received and for the following Plan Year. All Early Distributions shall be made on a pro rata basis from the Participant's Deferral Account(s), IR Stock Account(s) and vested Discretionary Company Contribution Account(s).


(3)	The Early Distribution shall be paid in a single lump sum as soon as administratively practicable after the Early Distribution election is made.

7.7

Form of Payments. All amounts in a Participant’s Deferral Account and Discretionary Company Contribution Account and payable to a Participant or Beneficiary under the Plan shall be paid in cash. All amounts in a Participant’s Supplemental Contribution Account and IR Stock Account and payable to a Participant or Beneficiary under the Plan shall be paid in IR Stock; except that, with respect to any fractional share, such fractional share shall be paid in cash.

All distributions from the Plan that are to be paid in a specified number of annual installments shall be paid so that the amount of each annual installment is determined by dividing the total remaining number of units in the Participant’s Account Balance to be paid in annual installments by the number of years of annual installments remaining.

7.8

Taxes; Withholding . To the extent required by law, the Company, or the trustee of the Trust, shall withhold from payments made hereunder an amount equal to at least the minimum taxes required to be withheld by the federal or any state or local government. The amount to be withheld and the manner in which amounts shall be withheld shall be determined in the sole discretion of the Company or the trustee of the Trust.

7.9

Distribution Provisions. Effective January 1, 2004, to the extent an agreement between the Company and a Participant contains provisions governing the form and/or timing of a distribution of a Discretionary Company Contribution made on behalf of the Participant, the distribution provisions of such agreement shall apply. Except as provided in an agreement between the Company and the Participant, the form and/or timing of a Discretionary Company Contribution shall be determined by the Administrative Committee in its sole and absolute discretion.

SECTION 8

BENEFICIARY DESIGNATION

A Participant shall have the right to designate a Beneficiary(ies) to receive the Participant’s Account Balances in the event the Participant dies prior to receiving all of his or her Account Balances. A Beneficiary designation shall be made, and may be amended at any time, by the Participant by filing a written designation with the Administrative Committee, on such form and in accordance with such procedures as the Administrative Committee shall establish from time to time. A Participant may change the designated Beneficiary under the Plan at any time by providing such designation in writing to the Administrative Committee.

If a Participant fails to designate a Beneficiary(ies), or if all designated Beneficiaries predecease the Participant, the Participant’s Beneficiary(ies) shall be deemed to be the Participant’s estate. If the Company is unable to determine a Participant's Beneficiary or if any dispute arises concerning a Participant's Beneficiary, the Company may pay benefits to the Participant's estate. Upon such payment, the Company shall have no further liability hereunder.

If any distribution to a Beneficiary is to be made in annual installments, and the Beneficiary dies before receiving all such installments, the value of the remaining installments, if any, shall be paid to the estate of the Beneficiary in a lump sum.

SECTION 9

AMENDMENT AND TERMINATION OF PLAN

9.1

Amendment. The Plan may, at any time and from time to time, be amended without the consent of any Participant or Beneficiary, by (a) the Compensation Committee or the Board of Directors of Ingersoll-Rand plc, or (b) the Administrative Committee in the case of amendments which do not materially modify the provisions hereof; provided, however, that no amendment shall reduce any benefits accrued under the terms of the Plan as of the date of amendment.

9.2 Termination of Plan


a.	Company's Right to Terminate. The Board of Directors of Ingersoll-Rand plc may terminate the Plan at any time and for any reason.


b.	Payments Upon Termination. Upon any termination of the Plan under this Section, Base Salary, Cash Incentive Compensation Awards, Dividends on Stock Grants, Discretionary Company Contributions and Supplemental Contributions shall prospectively cease to be deferred and, with respect to all such amounts previously deferred, the Company shall pay to the

Participant, in a lump sum, as soon as administratively practicable, the value of the Participant’s Account Balances.

SECTION 10

MISCELLANEOUS

10.1

Unsecured General Creditor . Benefits under the Plan shall be payable by the Company out of its general funds. The Company shall have the right to establish a reserve or make any investment for the purposes of satisfying its obligations hereunder for payment of benefits at its discretion, provided, however, that no Participant or Beneficiary shall have any interest in such investment or reserve. To the extent that any person acquires a right to receive benefits under the Plan, such rights shall be no greater than the right of any unsecured general creditor of the Company. No Participant shall have any rights or privileges of a stockholder of the Company or of a member of Ingersoll-Rand plc under the Plan, including as a result of the crediting of units to a Participant’s IR Stock Account or Supplemental Contribution Account, except at such time as distribution is actually made from the Participant’s IR Stock Account or Supplemental Contribution Account, as applicable.

10.2

Entire Agreement; Successors . The Plan, including the Election Form and any subsequently adopted amendments to the Plan or Election Form, shall constitute the entire agreement or contract between the Company and any Participant regarding the Plan. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Company and any Participant relating to the subject matter hereof, other than those set forth herein. The Plan and any amendment hereof shall be binding on the Company and the Participants and, their respective heirs, administrators, trustees, successors and assigns, including but not limited to, any successors of the Company by merger, consolidation or otherwise by operation of law, and on all designated Beneficiaries of the Employee.


10.3	Non-Assignability . To the extent permitted by law, the right of any Participant or any Beneficiary in any benefit hereunder shall not be subject to attachment or any other legal process for the debts of such Participant or Beneficiary; nor shall any such benefit be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

10.4

No Contract of Employment. The establishment of the Plan or any modification hereof shall not give any Participant or other person the right to remain in the service of the Company, a Participating Employer, or any subsidiaries or affiliates of a Participating Employer, and all Participants and other persons shall remain subject to discharge to the same extent as if the Plan had never been adopted.

10.5

Authorization and Source of Shares . Shares of IR Stock necessary to meet the obligations of the Plan have been reserved and authorized pursuant to resolutions adopted by the Board of Directors of the Company on December 4, 1996, and additional shares of IR Stock shall be reserved and authorized for delivery under the Plan from time to time. These shares of IR Stock may be provided from newly-issued or treasury shares.


10.6	Singular and Plural . As the context may require, the singular may be read as the plural and the plural as the singular.


10.7	Captions . The captions to the articles, sections, and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.


10.8	Applicable Law . Except as preempted by federal law, the Plan shall be governed and construed in accordance with the laws of the State of New Jersey.


10.9	Severability . If any provisions of the Plan shall, to any extent, be invalid or unenforceable, the remainder of the Plan shall not be affected thereby, and each provision of the Plan shall be valid and enforceable to the fullest extent permitted by law.

10.10

Notice . Any notice or filing required or permitted to be given to the Administrative Committee shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Company at 1 Centennial Avenue, Piscataway, NJ 08855, directed to the attention of the Senior Vice President, Human Resources. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Any notice to the Participant shall be addressed to the Participant at the Participant’s residence address as maintained in the Company’s records. Any party may change the address for such party here set forth by giving notice of such change to the other parties pursuant to this Section.

IN WITNESS WHEREOF , the Company has caused this amendment and restatement to be executed by its duly authorized representative as of January 1, 2017.

INGERSOLL-RAND COMPANY

By: _/s/ Jeffrey A. Blair___________

Jeffrey A. Blair

Vice President -Total Rewards

APPENDIX A

Claim Procedures

Employees, their beneficiaries, if applicable, or any individual duly authorized by them, shall have the right under the Plan and the Employee Retirement Income Security Act of 1974, as amended (ERISA), to file a written claim for benefits from the Plan in the event of a dispute over such Employee’s entitlement to benefits. All claims must be submitted to the Administrative Committee, or its delegate, in writing and within one year of the date on which the lump sum payment was made or allegedly should have been made. For all other claims, the date on which the action complained of occurred.

Timing of Claim Decision

If an Employee’s claim is denied, in whole or in part, the Administrative Committee, or its delegate, will give the Employee (or his or her representative) a written (or electronic) notice of the decision within 90 days after the Employee’s claim is received by the Administrative Committee, or its delegate, or within 180 days if special circumstances require an extension of time with respect to a determination of the claim. If the claim for benefits relates to disability benefits, the Employee (or his or her representative) will be given a written (or electronic) notice within 45 days after his or her claim is received by the Administrative Committee, or its delegate, unless special circumstances require an extension of time. The Administrative Committee, or its delegate, may extend the period no more than twice for up to 30 days for each extension to make a determination of a disability benefit claim. The Employee (or his or her representative) will be notified if any extensions are required, the special circumstances requiring an extension, and the date a determination is expected. If any additional information is needed to process an Employee’s claim for disability benefit claim, the Employee will be advised of the additional information that is needed and the standards on which the benefit entitlement is based, and he or she will have at least 45 days to provide the needed information. Failure to provide additional requested information may result in the denial of the claim.

Notice of Claim Denial

If the Employee is denied a claim for benefits, the Administrative Committee, or its delegate, will provide such Employee with a written or electronic notice setting forth:


1.	The specific reason(s) for the denial;


2.	Specific reference(s) to pertinent Plan provisions upon which the denial is based;


3.	A description of any additional material or information necessary for you to perfect the claim, and an explanation of why such material or information is necessary;


4.	A description of the Plan’s claims review procedure and the time limits applicable to such procedures, including a statement of your right to bring a civil action under

Section 502(a) of ERISA following a the exhaustion of the Plans’ administrative process;


5.	If a claim based on disability was denied in reliance upon an internal rule, guideline, protocol or other similar criterion, the internal rule, guideline, protocol or other criteria will be described, or the notice will include a statement that a copy of such rule, guideline, protocol or other criteria will be provided free of charge upon request; and,


6.	A statement that you have the right to appeal the decision.

Appeal of Claim Denial

The Employee (or his or her representative) may request a review of a denial of a claim to the Administrative Committee, or its delegate, by filing a written application for review within 60 days (or, for disability claims, 180 days) after his or her receipt of the written notice of the denial of the claim. The filing of an appeal is mandatory if the Employee later determines that he or she wants to initiate a lawsuit under ERISA Section 502(a). The Administrative Committee, or its delegate, will conduct a full and fair review of the claim denial. The review shall:


1.	Not afford deference to the initial adverse benefit determination,


2.	Provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the appeal, if applicable


3.	Be conducted by someone that did not take part in the adverse determination under appeal and is not a subordinate of someone who did.

The Employee shall have the opportunity to submit written comments, documents, records and other information relating to his or her claim without regard to whether such information was submitted or considered in the initial benefit determination. The Administrative Committee will re-examine your claim, along with all comments, documents, records and other information that you submit relating to the claim, regardless of whether or not it was submitted or considered in the initial determination. In deciding an appeal that is based in whole or in part on a medical judgment, the decision maker shall consult with a health care professional who has appropriate experience in the field of medicine and who was not consulted in connection with the initial adverse determination and is not the subordinate of someone who did.

Timing of Decision on Appeal

The Administrative Committee, or its delegate, shall notify the Employee (or his or her representative) of the determination on review within 60 days (or, for disability claims, 45 days) after receipt of the Employee’s request for review, unless the Administrative Committee, or its delegate, determines that special circumstances require an extension. The extension may not be longer than 60 days (or, for disability claims, 45 days). The Employee (or his or her representative) shall be notified if any extension is required, the special circumstances requiring an extension and the date when a determination is expected before the end of the initial 60 day (for disability claims, 45 day) period. Subject to the Compensation Committee, the Administrative Committee’s, or its delegate’s, decision shall be final and binding on all parties.

Notice of Benefit Determination on Review of an Appeal

The Administrative Committee, or its delegate, will provide the Employee (or his or her representative) with a written or electronic notice of the determination on review and, if the claim on review is denied:


1.	The specific reason or reasons for the denial;


2.	The specific Plan provision(s) on which the decision is based;


3.	A statement that the Employee is entitled to receive upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim for benefits;


4.	If a claim based on disability was denied in reliance upon an internal rule, guideline, protocol or other similar criterion, the internal rule guideline, protocol or other criteria will be described, or the notice will include a statement that a copy of such rule, guideline, protocol or other criteria will be provided free of charge upon request; and


5.	A statement that the Employee shall have a right to bring a civil action under Section 502(a) of ERISA following exhaustion of the Plans’ administrative processes.

Discretionary Authority to Decide Claims and Appeals

The Administrative Committee, or its delegate, shall have full discretionary authority to determine eligibility under the Plan’s terms, to interpret and apply the terms and provisions of the Plans, to resolve discrepancies and ambiguities, and to make final decisions on the appeal by an Employee of an initial denied claim. Subject to review of the Compensation Committee, the Administrative Committee’s, or its delegate’s, decision will be final and binding on all parties.

Right to File a Lawsuit under ERISA

In the event an Employee’s appeal under a Plan is denied by the Administrative Committee, or its delegate, he or she shall have the right to file a lawsuit under ERISA Section 502(a). Any such lawsuit must be filed within 12 months of the appeal having been denied. Any lawsuit filed shall be governed by ERISA, or to the extent not preempted, the laws of the State of New Jersey.

Exhibit 10.2

IR EXECUTIVE DEFERRED COMPENSATION PLAN II

[Amended and Restated as of January 1, 2017]

TABLE OF CONTENTS

SECTION 1 - STATEMENT OF PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

SECTION 2 - DEFINITIONS

2.1 Account Balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 2

2.2 Administrative Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .2

2.3 Base Salary. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .2

2.4 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . 2

2.5 Beneficiary Designation Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 2

2.6 Cash Incentive Compensation Award. . . . . . . . . . . . . . . . . . . . . . . . . 2

2.7 Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .2

2.8 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 2

2.9 Compensation Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 2

2.10 Deferral Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .3

2.11 Deferral Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .3

2.12 Disability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .3

2.13 Discretionary Company Contribution . . . . . . . . . . . . . . . . . . . . . . . . .3

2.14 Discretionary Company Contribution Account. . . . . . . . . . . . . . . . . .3

2.15 Dividends on Stock Grants. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .3

2.16 Elected Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . 3

2.17 Election Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .4

2.18 Eligible Employee. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 4

2.19 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . 4

2.20 Investment Option Subaccounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

2.21 IR Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .4

2.22 IR Stock Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .4

2.23 Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . 4

2.24 Participating Employer. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 4

2.25 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 4

2.26 Retirement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .4

2.27 Return. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . 5

2.28 Separation from Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 5

2.29 Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .5

2.30 Stock Based Awards. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . 5

2.31 Stock Grant. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . 5

2.32 Supplemental Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 5

2.33 Supplemental Contribution Account. . . . . . . . . . . . . . . . . . . . . . . . . .5

2.34 Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .5

2.35 Unforeseeable Financial Emergency. . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 3 - ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . 6

(i)

SECTION 4 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

4.1 Participation and Deferral Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

4.2 Investment Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 8

4.3 Duration of Elections. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 9

SECTION 5 - VESTING

5.1 Deferral Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .10

5.2 Supplemental Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .10

5.3 Discretionary Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .10

SECTION 6 - ACCOUNTS AND VALUATIONS

6.1 Deferral Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . 10

6.2 Supplemental Contribution Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . .11

6.3 Discretionary Contribution Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . .12

6.4 IR Stock Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .13

6.5 Changes in Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 14

6.6 Accounts are Bookkeeping Entries. . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

SECTION 7 - DISTRIBUTION OF ACCOUNTS

7.1 Separation from Service with Five Years of Service, etc.. . . . . . . . . . .. . . . .14

7.2 Scheduled Distributions Prior to Separation from Service. . . . . . .. . . . . . . .16

7.3 Separation from Service Prior to Completing Five (5) Years of Service. . . .17

7.4 Unforeseeable Financial Emergency Distribution. . . . . . . . . . . . . . . . . . . . .17

7.5 Required Delay in Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .17

7.6 Prohibition of Accelerations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .18

7.7 Medium of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . 18

7.8 Taxes; Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .18

7.9 Distribution Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .18

7.10 Treatment of Installments; Date of Distribution. . . . . . . . . . . . . . . . . . . . . . 18

7.11 Timing of Initial Election Forms. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 19

7.12 Distribution of Certain Multi-Year Compensation. . . . . . . . . . . . . . . . . . . .. 19

SECTION 8 - BENEFICIARY DESIGNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 19

SECTION 9 - AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .20

9.2 Termination of Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 20

SECTION 10 - MISCELLANEOUS

(i)

10.1 Unsecured General Creditor. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 21

10.2 Entire Agreement; Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

10.3 Non-Assignability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 21

10.4 No Contract of Employment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 21

10.5 Authorization and Source of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 21

10.6 Singular and Plural. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .22

10.7 Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . 22

10.8 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . 22

10.9 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .22

10.10 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . ..22

Appendix A Claims Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .23

(i)

IR Executive Deferred Compensation Plan II
Amended and Restated as of January 1, 2017

SECTION 1

STATEMENT OF PURPOSE

The purpose of the IR Executive Deferred Compensation Plan II (the “Plan”) is to further increase the mutuality of interest between Ingersoll-Rand Company (the “Company”), its employees, the employees of a Participating Employer and members of Ingersoll-Rand plc by providing a select group of management and highly compensated employees of the Company or a Participating Employer the opportunity to elect to defer receipt of cash compensation. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. To the extent Code Section 409A applies to the Plan, the terms of the Plan are intended to comply with that provision, and the terms of the Plan shall be interpreted and administered in accordance therewith.

The Plan is a successor to the IR Executive Deferred Compensation Plan (the “Predecessor Plan”). The Predecessor Plan, which previously was known as the Ingersoll-Rand Company Executive Deferred Compensation and Stock Bonus Plan, became effective on January 1, 1997, was amended and restated effective January 1, 2001.

On December 31, 2004, the Company froze the Predecessor Plan with respect to all deferrals to the extent such deferrals would otherwise be subject to Code Section 409A (including amounts that were credited under the Predecessor Plan as of December 31, 2004 but were not grandfathered with respect to Code Section 409A). Also on December 31, 2004, the Company adopted the Plan to provide for deferrals of amounts subject to Code Section 409A (including amounts that were credited under the Predecessor Plan as of December 31, 2004 but were not grandfathered with respect to Code Section 409A) on substantially the same terms as those provided under the Predecessor Plan to the extent such terms are not inconsistent with Code Section 409A.

The Company amended and restated the Plan in its entirety, effective August 1, 2007, and again, effective January 1, 2009, to conform the terms of the Plan to the requirements of the regulations under Code Section 409A. The Plan was further amended and restated effective July 1, 2009 to reflect Ingersoll-Rand plc’s incorporation in Ireland. The Plan is being further amended and restated to incorporate amendments between December 1, 2009 and January 1, 2017. The Plan applies to (i) amounts initially deferred hereunder on or after January 1, 2005, (ii) amounts initially credited to the Predecessor Plan before January 1, 2005 that, pursuant to the effective-date rules of Code Section 409A, are subject to the provisions of Code Section 409A, and (iii) investment earnings allocable to amounts described in (i) and (ii). Notwithstanding any other provision of this Plan, no amount will be deferred or credited under this Plan with respect to a Participant for a Plan Year if such amount is properly deferred or credited with respect to such Participant for such Plan Year under the Predecessor Plan.

SECTION 2

DEFINITIONS

2.1

“Account Balance” means, for each Plan Year, a credit on the records of the Company equal to the sum of the value of a Participant’s Deferral Account, Supplemental Contribution Account, Discretionary Company Contribution Account and IR Stock Account for such Plan Year. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or to the Participant’s designated Beneficiary, pursuant to the Plan.


2.2	“Administrative Committee” shall mean the committee appointed by the Chief Executive Officer of the Company which will administer the Plan in accordance with the duties delegated to it by the Compensation Committee or as set forth herein.


2.3	“Base Salary” means a Participant’s annual base salary, excluding bonuses, commissions, incentive compensation and all other remuneration for services rendered to the Company or a Participating Employer and prior to a reduction for any salary contributions to a plan established pursuant to Code Section 125 or qualified pursuant to Code Section 401(k).


2.4	“Beneficiary” means the person or persons designated as such in accordance with Section 8.


2.5	“Beneficiary Designation Form” means the form established from time to time by the Administrative Committee that a Participant completes and returns to the Administrative Committee to designate one or more Beneficiaries.


2.6	“Cash Incentive Compensation Award” means any of the Participant’s annual cash incentive compensation awards.

2.7

“Change in Control” means a “change in control of the Company” (as set forth in the Company’s Incentive Stock Plan of 2007), unless a different definition is used for purposes of any severance of employment agreement or change of control arrangement between the Company and a Participant, in which event such definition shall apply. Solely for purposes of this Section 2.7, the term “Company” shall mean Ingersoll-Rand plc.


2.8	“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and other administrative guidance issued thereunder.


2.9	“Compensation Committee” means the Compensation Committee of the Board of Directors of Ingersoll-Rand plc.

2.10

“Deferral Account” means, for each Plan Year, (i) the sum of all of a Participant’s Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or to the Participant’s Beneficiary pursuant to the Plan that relate to the Participant’s Deferral Account.


2.11	“Deferral Amount” means the amount of a Participant’s Cash Incentive Compensation Award, Base Salary, Stock Based Awards, and (for periods prior to August 2, 2006) Dividends on Stock Grants actually deferred under the Plan by the Participant pursuant to Section 4 for any one Plan Year.

2.12

“Disability” means, with respect to a Participant: (a) a condition under which the Participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or a Participating Employer; or (b) any other condition under which the Participant is considered “disabled” within the meaning of Code Section 409A(a)(2)(C).


2.13	“Discretionary Company Contribution” means an additional amount to be credited to a Participant's Discretionary Company Contribution Account for a Plan Year.

2.14

2.15

“Dividends on Stock Grants” means the dividends on deferred vested Stock Grants payable to a Participant pursuant to the Ingersoll-Rand Company Incentive Stock Plan of 1995 or the Ingersoll-Rand Company Incentive Stock Plan of 1998 or any successor plan thereto. Notwithstanding the foregoing, effective August 2, 2006, no additional Dividends on Stock Grants shall be credited under the Plan with respect to any Participant.


2.16	“Elected Officer” means an officer of the Company elected to such position by the Board of Directors of the Company.

2.17

“Election Form” means the form or forms established from time to time by the Administrative Committee that a Participant completes, signs and returns to the Administrative Committee or to the Plan’s recordkeeper to make an election under the Plan. An Election Form also includes any other method approved by the Administrative Committee, in its sole and absolute discretion, that a Participant may use to make an election under the Plan. The terms and conditions specified in the Election Form(s) are incorporated by reference herein and form a part of the Plan. If there is a conflict between the Election Form and the Plan, the terms of the Plan shall control and govern.


2.18	“Eligible Employee” means an Elected Officer or an individual who is among a select group of management and highly compensated employees of the Company or a Participating Employer who has been selected by the Administrative Committee, in its sole and absolute discretion, to participate in the Plan.


2.19	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.


2.20	“Investment Option Subaccounts” means the separate subaccounts, each of which corresponds to an investment option elected by the Participant or, as provided in Section 6.3 regarding Discretionary Company Contributions, the Administrative Committee, with respect to a Participant’s Deferral Accounts and/or Discretionary Company Contribution Accounts, as applicable.


2.21	“IR Stock ” means the ordinary shares, par value $1.00 per share, of Ingersoll-Rand plc, an Irish company.

2.22


2.23	“Participant” means an Eligible Employee participating in the Plan in accordance with the provisions of Section 4.


2.24	“Participating Employer” means any direct or indirect parent, subsidiary or affiliate of the Company that is aggregated with the Company for purposes of Code Section 409A.


2.25	“Plan Year” means a calendar year.


2.26	“Retirement” means, with respect to a Participant, Separation from Service after he or she has attained age 65 (62 for Elected Officers) or Separation from Service

with at least five (5) years of Service.


2.27	“Return” means, for each investment option, an amount equal to the net investment return (including changes in value and distributions) for each such investment option during each business day.


2.28	“ Separation from Service” means a separation from service under the general rules under Code Section 409A.


2.29	“Service” means periods of service with the Company or a Participating Employer as determined in accordance with Section 2.3 of the Ingersoll Rand Pension Plan Number One.

2.30

“Stock Based Awards” means awards, in lieu of any incentive or variable compensation to which a Participant is entitled from the Company or its subsidiaries or ERISA affiliates, of (i) common shares of Ingersoll-Rand plc, or (ii) restricted ordinary shares of Ingersoll-Rand plc, or (iii) awards that are valued in whole, or in part, by reference to, or otherwise based on the fair market value of ordinary shares of Ingersoll-Rand plc.


2.31	“Stock Grant” means a grant of IR Stock made to a Participant under the Company’s stock grant plan, which was frozen in February of 2000.

2.32

2.33


2.34	“Trust” means the Ingersoll-Rand Company Deferred Compensation Trust Agreement, dated as of January 1, 2001 between the Company and the trustee named therein, as amended from time to time.

2.35

“Unforeseeable Financial Emergency” means: (a) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant; or (b) such other definition of “unforeseeable emergency” within the meaning of Code Section 409A(a)(2)(B)(ii).

SECTION 3

ADMINISTRATION OF THE PLAN

SECTION 4

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

4.1

Any election to defer a Deferral Amount for a Plan Year is irrevocable upon the filing of the Election Form, and must be properly completed and filed by the Participant no later than the December 31 immediately preceding the first Plan Year during which the services for which the compensated is paid or awarded are performed or:


(a)	In the case of a new Participant who is described in Code Section 409A(a)(4)(B)(ii), the 30th day after such new Participant first becomes eligible to participate in the Plan (provided that such election shall relate only to compensation for services performed subsequent to the date such Election Form is filed);

(b)

In the case of any compensation award that constitutes performance-based compensation for purposes of Code Section 409A; the June 30 immediately preceding the Plan Year in which such award would otherwise be paid, provided that, the performance period for such performance-based compensation shall end on or after December 31 of said Plan Year or such earlier date established by the Administrative Committee; if, by reason of events occurring after the Participant’s Deferral Election, compensation ceases to be performance-based compensation for purposes of section 409A, any deferral election made under this paragraph (and not timely made under any other provision of this Section 4.1) shall be considered untimely and given no force or effect;


(c)	In the case of any compensatory award that, at the time the Participant obtains a legally binding right to the award, is subject to a substantial risk of forfeiture (within the meaning of Code Section 409A) for a period of at least 13 months, the 30th day after the Participant obtains a legally binding right to such award or such earlier date established by the Administrative Committee.

(d)

Notwithstanding the terms of any other agreement or arrangement to which an Employee may be party, except to the extent it is determined not to be required or permitted under Section 409A, an Employee’s timely filed Deferral Election shall apply to (i) any compensation that becomes payable under such other agreement or arrangement as a substitute for any Cash-Incentive Compensation Award, Stock Based Award, or other Deferral Amount that the Employee has elected to defer in such Deferral Election, and (ii) any Cash-Incentive Compensation Award, Stock Based Award, or other Deferral Amount that becomes payable (but for such Deferral Election) by reason of such other agreement or arrangement at a date earlier or later than originally scheduled.

An Eligible Employee who fails to file a properly completed Election Form by the applicable date indicated above will be ineligible to defer under the Plan the

Deferral Amount to which such applicable date relates. In addition, the Administrative Committee, in its sole and absolute discretion, may establish from time to time such other enrollment requirements as it determines are necessary or proper.

Notwithstanding anything to the contrary, a Participant’s Deferral Amount shall be reduced, to the extent determined by the Administrative Committee to be necessary and consistent with the requirements of Section 409A, in order to satisfy withholding requirements for Social Security, Medicare and income taxes. In addition, the Administrative Committee, in its sole and absolute discretion, shall determine from time to time the percentage of Base Salary that may be deferred by Participants under the Plan in any Plan Year. Once such a determination is made the percentage shall remain in effect until the beginning of the first Plan Year after such percentage is changed by the Administrative Committee.

4.2

Notwithstanding any other provision of this Section 4.2, in no event may a Participant designate that any Base Salary deferred under the Plan or any earnings thereon be deemed to be invested in IR Stock, and in no event may a Participant designate that any Stock Based Awards or earnings thereon be deemed to be invested other than in IR Stock.

Except for Discretionary Company Contributions that the Administrative Committee, pursuant to Section 6.3, has directed the investment options in which a Participant’s Discretionary Company Contributions shall be deemed to be invested, if a Participant fails to elect a type of investment option under this Section, he or she shall be deemed to have elected the investment option designated by the Administrative Committee as the default investment option.

4.3

Duration of Elections. Notwithstanding anything to the contrary: (a) any election under Section 4.1 (including a failure to make an election) shall remain in effect from Plan Year to Plan Year unless a written request to modify or terminate that election for a subsequent Plan Year is submitted to the Administrative Committee in accordance with Section 4.1; and (b) any election under Section 4.2 (including a failure to make an election) shall remain in effect from Plan Year to Plan Year unless a written request to modify or terminate that election is submitted to the Administrative Committee, which request shall be effective as to any Deferral Amount credited to the Participant’s Deferral Account 30 or more days after such written request is submitted to the Administrative Committee; provided that nothing in this Section 4.3(b) shall permit a Participant to make such a written request as to the deemed investment of Stock Based Awards.

SECTION 5

VESTING


5.1.	Deferral Amounts . A Participant shall be fully vested in his or her Deferral Account.

5.2.

5.3.

SECTION 6

ACCOUNTS AND VALUATIONS

6.1

Deferral Accounts . The Administrative Committee shall establish and maintain a separate Deferral Account for each Participant for each Plan Year. All Deferral Amounts, other than Stock Based Awards and Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s Deferral Account on the date when the Deferral Amount would otherwise be paid to the Participant. All Stock Based Awards and Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account as described in Section 6.4.

Each Participant’s Deferral Accounts shall be divided into Investment Option Subaccounts. A Participant’s Deferral Accounts shall be credited as follows:


(a)	On the day a Deferral Amount is credited to a Participant’s Deferral Account, the Administrative Committee shall credit the Investment Option Subaccounts of the Participant's Deferral Account with an amount equal to the Participant’s Deferral Amount in accordance with the Participant's Election Form; that is, the portion of the Participant's Deferral Amount

that the Participant has elected to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option Subaccount corresponding to that investment option, and


(b)	Each business day, each Investment Option Subaccount of a Participant's Deferral Account shall be adjusted for earnings or losses in an amount equal to that determined by multiplying the balance credited to such Investment Option Subaccount as of the prior day plus contributions credited that day to the Investment Option Subaccount by the Return for the corresponding investment option.

In any case where, pursuant to Section 7.1, a Participant has elected an optional form of benefit payment for the Participant’s Base Salary or any Cash Incentive Compensation Award or Stock Based Award credited to the Participant’s Deferral Account for a Plan Year, a separate account shall be established and maintained within the Deferral Account for that Plan Year for each Deferral Amount that is subject to a different optional form of benefit payment.

6.2

Supplemental Contribution Accounts. The Administrative Committee shall establish and maintain a separate Supplemental Contribution Account for each Plan Year for each Participant who receives a Supplemental Contribution for such Plan Year. All Supplemental Contributions shall be credited to the Participant’s Supplemental Contribution Account on the same date that the Participant’s Deferral Amount applicable to a Cash Incentive Compensation Award for which the Supplemental Contribution is being made is credited to the Participant’s Deferral Account pursuant to Section 6.1. Effective August 2, 2006, no further Supplemental Contributions shall be credited to a Participant’s Supplemental Contribution Account. All of a Participant’s Supplemental Contributions shall be deemed to be invested in, and shall remain deemed to be invested in, IR Stock in the Participant’s Supplemental Contribution Account until such amounts are distributed from the Plan.

All Supplemental Contributions shall initially be credited to a Participant’s Supplemental Contribution Account in units or fractional units of IR Stock. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Supplemental Contributions are credited to a Participant’s Supplemental Contribution Account, the number of units to be credited shall be determined by dividing the number of units by the value of a unit on such date.

6.3

(a)

On the day a Discretionary Company Contribution is credited to a Participant’s Discretionary Company Contribution Account, the Administrative Committee shall credit the Investment Option Subaccounts of the Participant's Discretionary Company Contribution Account with an amount equal to the Participant’s Discretionary Company Contribution in accordance with the Participant's Election Form or as directed by the Administrative Committee; that is, the portion of the Participant's Discretionary Company Contribution that the Participant has elected, or that the Administrative Committee has directed, to be deemed to be invested in a certain type of investment option shall be credited to the Investment Option Subaccount corresponding to that investment option.

(b)

6.4

IR Stock Accounts . The Administrative Committee shall establish and maintain a separate IR Stock Account for each Plan Year for each Participant who (i) elects to have all or a portion of his of her Deferral Amounts and/or Discretionary Company Contributions for such Plan Year invested in IR Stock, (ii) elects to defer Stock Based Awards pursuant to Section 4.1, or (iii) receives a Discretionary Company Contribution which is directed, pursuant to Section 6.3, by the Administrative Committee to be deemed to be invested in IR Stock. All Deferral Amounts that are deemed, at the Participant’s election, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account on the date when the Deferral Amount would otherwise be paid to the Participant. All Stock Based Awards shall be credited to a Participant’s IR Stock Account at the time such Stock Based Awards become vested. All Discretionary Company Contributions that are deemed, whether at the Participant’s election or as directed by the Administrative Committee, to be invested in IR Stock shall be credited to the Participant’s IR Stock Account on the date determined by the Administrative Committee in its sole and absolute discretion. Notwithstanding anything to the contrary, IR Stock credited to a Participant’s IR Stock Account may not be designated by the Participant to be deemed to be invested in any other investment option and shall remain invested in IR Stock in such IR Stock Account until distributed from the Plan and no deferrals originally invested in another invested option may be reinvested in IR Stock. A Participant’s IR Stock Accounts shall be credited as follows:


(a)	On the day a Deferral Amount or Discretionary Company Contribution is credited to a Participant’s IR Stock Account, the Administrative Committee shall credit the IR Stock Account with an amount equal to the Participant’s Deferral Amount and/or Discretionary Company Contribution.

(b)

All Deferral Amounts and Discretionary Company Contributions deemed to be invested in IR Stock in accordance with the Participant’s Election Form or, with respect to Discretionary Company Contributions as directed by the Administrative Committee, shall be credited to a Participant's IR Stock Account in units or fractional units. The value of each unit shall be determined each business day and shall equal the closing price of one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that Deferral Amounts and/or Discretionary Company Contributions are credited to the Participant's IR Stock Account, the number of units to be credited shall be determined by dividing the amount of such Deferral Amounts and/or Discretionary Company Contributions by the value of a unit on such date.

6.5

6.6

SECTION 7

DISTRIBUTION OF ACCOUNTS

7.1

Separation from Service with Five Years of Service, Retirement, Disability and Death . Except as otherwise provided in this Section 7, a Participant who has a Separation from Service after completing at least five (5) years of Service, has a Retirement, incurs a Disability, or dies shall be paid his or her vested Account Balances (and after his or her death to his or her Beneficiary) in a lump sum in the Plan Year following the Participant’s Separation from Service, Retirement, Disability or death, unless an optional time or form of benefit payment has been elected by the Participant in accordance with the next sentence. At the time a Participant files an initial Election Form in accordance with Section 4.1 to defer a specified portion of the Participant’s Base Salary or of any Cash Incentive

Compensation Award or Stock Based Award, the Participant may elect a different optional form of benefit payment, from among the following options, for each Deferral Amount:


(1)	Annual installments over five (5) years commencing in the Plan Year following the Participant’s Separation from Service, Retirement, Disability or death;


(2)	Annual installments over ten (10) years commencing in the Plan Year following the Participant’s Separation from Service, Retirement, Disability or death;


(3)	Annual installments over fifteen (15) years commencing in the Plan Year following the Participant’s Separation from Service, Retirement, Disability or death; and


(4)	A lump sum distribution payable in the Plan Year specified by the Participant on such Election Form; provided, however, that such specified date shall be no less than one (1) year and no more than five (5) years following the Participant’s Separation from Service, Retirement, Disability or death.

Notwithstanding the foregoing, a Participant may irrevocably elect, on a subsequent Election Form, to change the form and/or extend the timing of a distribution under this Section to a lump sum distribution payable in the Plan Year specified by the Participant on such Election Form, which Plan Year shall not be later than ten (10) years following the Participant’s Separation from Service, Retirement, Disability, or death, provided that, as and to the extent required by Code Section 409A(a)(4)(C): (i) no such election shall take effect until twelve months after the date on which such election was made; (ii) no such election (other than an election related to a distribution payable by reason of Disability or death) shall be effective unless it defers by a period of at least five years the date on which such distribution would otherwise be made or begin; and (iii) no such election related to a distribution payable at a specified time or pursuant to a fixed schedule (within the meaning of Code Section 409A(a)(2)(A)(iv)) may be made within twelve months of the date such distribution would otherwise be made. As and to the extent required under Code Section 409A(a)(4)(C), the first day of the Plan Year in which a distribution would otherwise be made or begin (but for an election made by the Participant under this paragraph) shall be treated as the date the distribution would otherwise be made or begin for purposes of the rules set forth in the preceding sentence.

In the event of the Participant’s Separation from Service with five (5) years of Service, Retirement, Disability or death prior to the elected date for one or more scheduled distributions under Section 7.2, the portion of the Participant’s Account Balance associated with such distribution(s) shall be paid to the Participant (and

after his or her death to his or her Beneficiary) at the time and in the form determined under this Section 7.1.

Notwithstanding any provision of the Plan to the contrary, if a Participant has a Separation from Service after completing five (5) years of Service, has a Retirement, incurs a Disability or dies while receiving annual installments pursuant to Section 7.2, such annual installments shall continue to be paid to the Participant (and after his or her death to his or her Beneficiary) in the same manner as if the Participant had not a Separation from Service or Retirement, incurred a Disability or died.

All distributions under this Section 7.1 shall be made on a pro rata basis from the Participant's Account Balances.

7.2

Scheduled Distributions Prior to Separation from Service . For each Plan Year’s Account Balance, a Participant may elect, on an initial Election Form filed in accordance with Section 4.1 by the time specified in Section 7.11, to receive a distribution of all or a portion of his or her Deferral Account, IR Stock Account, vested Discretionary Company Contribution Account and vested Supplemental Contribution Account with respect to a Plan Year(s) while still employed by the Company. A Participant’s election for a distribution under this Section 7.2 shall be permitted only if the date specified on the Election Form by the Participant for such distribution (in the event of a lump sum) or the commencement of such distribution (in the event of annual installments) is no earlier than two (2) years from the last day of the Plan Year for which the portion of the Deferral Account, IR Stock Account, vested Discretionary Company Contribution Account, and vested Supplemental Contribution Account to be distributed is actually deferred. At the time an election for a distribution under this Section is made, the Participant shall also elect, on the Election Form, the form of payment of the distribution. The Participant shall elect either (i) a lump sum payment to be paid in the Plan Year specified by the Participant on the Election Form or (ii) annual installments over two (2), three (3), four (4) or five (5) years beginning in the Plan Year specified by the Participant on the Election Form.

A Participant may irrevocably elect, on a subsequent Election Form, to change the form and/or extend the timing of a distribution under this Section, provided that, as and to the extent required by Code Section 409A(a)(4)(C): (i) no such election shall take effect until twelve months after the date on which such election was made; (ii) no such election shall be effective unless it defers by a period of at least five years the date on which such distribution would otherwise be made or begin; and (iii) no such election may be made within twelve months of the date such distribution would otherwise be made. As and to the extent required under Code Section 409A(a)(4)(C), the first day of the Plan Year in which a distribution would otherwise be made or begin (but for an election made by the Participant under this paragraph) shall be treated as the date the distribution would otherwise be made or begin for purposes of the rules set forth in the preceding sentence.

The Participant shall have the right to extend the date for any distribution under this paragraph twice.

All distributions under this Section 7.2 shall be made on a pro rata basis from the Participant's Deferral Account(s), IR Stock Account(s), vested Discretionary Company Contribution Account(s), and vested Supplemental Contribution Account(s), as applicable.

7.3

Separation from Service Prior to Completing Five (5) Years of Service . Except as otherwise provided in Section 7.5, if a Participant has a Separation from Service other than by reason of Retirement, Disability or death prior to his or her completing five (5) years of Service, the vested portion of the Participant’s Account Balances, if any, shall be distributed in a lump sum in the Plan Year following the Participant's Separation from Service. If a Participant has a Separation from Service other than by reason of Retirement, Disability or death prior to his or her completing five (5) years of Service while receiving annual installments pursuant to Section 7.2, such annual installments shall continue to be paid to the Participant (and after his or her death to his or her Beneficiary) in the same manner as if the Participant had not Separated from Service prior to completing five (5) years of Service.

7.4

Unforeseeable Financial Emergency Distribution . In the event that the Administrative Committee, upon written petition of the Participant on an Election Form filed with the Administrative Committee specifying the Plan Year(s) with respect to which payment shall be made, determines in its sole and absolute discretion, that the Participant has suffered an Unforeseeable Financial Emergency, the Company shall pay to the Participant (or the Participant’s Beneficiary) in a lump sum from the Participant’s Deferral Account(s), IR Stock Account(s), vested portion of the Discretionary Company Contribution Account(s) and the vested portion of the Supplemental Contribution Account(s) with respect to the specified Plan Year(s), as soon as practicable following such determination, the amount necessary to satisfy such Unforeseeable Financial Emergency plus the amount necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the Unforeseeable Financial Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

All distributions under this Section 7.4 shall be made on a pro rata basis from the Participant's Deferral Account(s), IR Stock Account(s), vested Discretionary Company Contribution Account(s) and vested Supplementary Contribution Account(s), as applicable.


7.5	Required Delay in Distributions . Notwithstanding any other provision of this Plan to the contrary, no distribution shall be made to a Participant who is a

“specified employee,” as determined by the Company through procedures consistent with and permitted under Code Section 409A(a)(2)(B)(i), by reason of such Participant’s Separation from Service or Retirement prior to the date that is six months after such Participant’s Separation from Service or Retirement. Any amounts that would otherwise be paid during the six-month period following such Participant’s Separation from Service or Retirement shall be paid on the first date such amount may be paid under the preceding provisions of this Section 7.5.


7.6	Prohibition of Accelerations. Except to the extent that the Company is permitted under Code Section 409A(a)(3) to exercise discretion to accelerate distributions under the Plan, the time or schedule of any distribution hereunder shall not be accelerated.


7.7	Medium of Payments. All amounts in a Participant’s Deferral Account and Discretionary Company Contribution Account and payable to a Participant or Beneficiary under the Plan shall be paid in cash. All amounts in a Participant’s Supplemental Contribution Account and IR Stock Account and payable to a Participant or Beneficiary under the Plan shall be paid in IR Stock.

7.8


7.9	Distribution Provisions. To the extent an agreement between the Company and a Participant contains provisions governing the form and/or timing of a distribution of a Discretionary Company Contribution made on behalf of the Participant, the distribution provisions of such agreement shall apply to the extent such provisions are not inconsistent with the requirements of Code Section 409A.

7.10

Treatment of Installments; Date of Distribution . For purposes of Code Section 409A, any series of installment payments payable to or with respect to a single Participant shall be treated as a single payment under the Plan. Any distribution due under the Plan shall be made by the last day of the Plan Year in which such distribution, disregarding this sentence, is due under the Plan (determined after the application of Section 7.5) or such other date as may be permitted or required under Code Section 409A.

7.11

Timing of Initial Election Forms. Any election made on an initial Election Form (but not a subsequent Election Form) referenced in Section 7.1 or 7.2 that applies to a Deferral Amount or a Discretionary Company Contribution shall be irrevocable (except to the extent such election is subject to a subsequent election under Section 7.1 or 7.2 as permitted by Code Section 409A(a)(4)(C)) and must be made no later than the election deadline that applies under Section 4.1 to such Deferral Amount or, in the case of a Discretionary Company Contribution, December 31 of the Plan Year preceding the Plan Year in which the Participant performs the services to which such Discretionary Company Contribution relates.

7.12

Distribution of Certain Multi-Year Compensation. Notwithstanding the prior provisions of this Section 7, in the case of any compensation that (absent the Participant’s Deferral Election) would have been paid in a Plan Year that was specified by the Company at the time of the Participant’s Deferral Election, the Deferral Amount shall be paid (or commence to be paid) no earlier than such Plan Year. For example, if the Company awards performance-based compensation payable in the Plan Year following a three-year performance cycle, and a Participant has made a timely election to defer such compensation until the Plan Year following Separation from Service, such compensation shall be distributed in the later of the Plan Year following Separation from Service or the Plan Year following the three-year performance cycle. The Participant’s Deferral Election shall be deemed to incorporate the requirement of this Section 7.12, whether or not it expressly so provides.

SECTION 8

BENEFICIARY DESIGNATION

If any distribution to a Beneficiary is to be made in annual installments, and the

Beneficiary dies before receiving all such installments, the remaining installments, if any, shall continue to be paid as installments to the estate of the Beneficiary.

SECTION 9

AMENDMENT AND TERMINATION OF PLAN

9.1

Amendment. The Plan may, at any time and from time to time, be amended without the consent of any Participant or Beneficiary, by (a) the Compensation Committee or the Board of Directors of Ingersoll-Rand plc or (b) the Administrative Committee in the case of amendments which do not materially modify the provisions hereof; provided, however, that no amendment shall reduce any benefits accrued under the terms of the Plan as of the date of amendment.

9.2 Termination of Plan.


a.	Company's Right to Terminate. The Board of Directors of Ingersoll-Rand plc may terminate the Plan at any time and for any reason.

Payments Upon Termination. As and to the extent permitted under Code Section 409A, all amounts deferred under the Plan with respect to a Participant shall be paid to the Participant, in a lump sum, upon the Company’s termination and liquidation of the Plan, provided that: (1) the termination and liquidation do not occur proximate to a downturn in the financial health of the Company; (2) the Company terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated with the Plan and any other terminated and liquidated agreements, methods, programs, and other arrangements under Code Section 409A if the Participant had deferrals of compensation under all the agreements, methods, programs, and other arrangements that are terminated and liquidated; (3) no payments in liquidation of the Plan are made within 12 months of the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred; (4) all payments are made within 24 months of the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan; and (5) the Company does not adopt a new plan that would be aggregated with the Plan or any other terminated and liquidated plan under Code Section 409A if the Participant participated in both plans, at any time within three years following the date the Company takes all necessary action irrevocably to terminate and liquidate the Plan.

SECTION 10

MISCELLANEOUS

10.1

10.2


10.3	Non-Assignability . To the extent permitted by law, the right of any Participant or any Beneficiary in any benefit hereunder shall not be subject to attachment, garnishment or any other legal process for the debts of such Participant or Beneficiary; nor shall any such benefit be subject to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance.

10.4


10.5	Authorization and Source of Shares . Shares of IR Stock necessary to meet the obligations of the Plan have been reserved and authorized pursuant to resolutions adopted by the Board of Directors of the Company on December 4, 1996, and additional shares of IR Stock shall be reserved and authorized for delivery under

the Plan from time to time. These shares of IR Stock may be provided from newly-issued or treasury shares.


10.6	Singular and Plural . As the context may require, the singular may be read as the plural and the plural as the singular.


10.7	Captions . The captions to the articles, sections, and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.


10.8	Applicable Law . Except as preempted by federal law, the Plan shall be governed and construed in accordance with the laws of the State of New Jersey.


10.9	Severability . If any provisions of the Plan shall, to any extent, be invalid or unenforceable, the remainder of the Plan shall not be affected thereby, and each provision of the Plan shall be valid and enforceable to the fullest extent permitted by law.

10.10

IN WITNESS WHEREOF , the Company has caused this amendment and restatement to be executed by its duly authorized representative as of January 1, 2017.

INGERSOLL-RAND COMPANY

By: _/s/ Jeffrey A. Blair_________

Jeffrey A. Blair

Vice President - Total Rewards

APPENDIX A

Claim Procedures

Timing of Claim Decision

Notice of Claim Denial

If the Employee is denied a claim for benefits, the Administrative Committee, or its delegate, will provide such Employee with a written or electronic notice setting forth:


1.	The specific reason(s) for the denial;


2.	Specific reference(s) to pertinent Plan provisions upon which the denial is based;


3.	A description of any additional material or information necessary for you to perfect the claim, and an explanation of why such material or information is necessary;


4.	A description of the Plan’s claims review procedure and the time limits applicable to such procedures, including a statement of your right to bring a civil action under Section 502(a) of ERISA following a the exhaustion of the Plans’ administrative process;


5.	If a claim based on disability was denied in reliance upon an internal rule, guideline, protocol or other similar criterion, the internal rule, guideline, protocol or other criteria will be described, or the notice will include a statement that a copy of such rule, guideline, protocol or other criteria will be provided free of charge upon request; and,


6.	A statement that you have the right to appeal the decision.

Appeal of Claim Denial


1.	Not afford deference to the initial adverse benefit determination,


2.	Provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the appeal, if applicable


3.	Be conducted by someone that did not take part in the adverse determination under appeal and is not a subordinate of someone who did.

Timing of Decision on Appeal

Notice of Benefit Determination on Review of an Appeal


1.	The specific reason or reasons for the denial;


2.	The specific Plan provision(s) on which the decision is based;


3.	A statement that the Employee is entitled to receive upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim for benefits;


4.	If a claim based on disability was denied in reliance upon an internal rule, guideline, protocol or other similar criterion, the internal rule guideline, protocol or other criteria will be described, or the notice will include a statement that a copy of such rule, guideline, protocol or other criteria will be provided free of charge upon request; and


5.	A statement that the Employee shall have a right to bring a civil action under Section 502(a) of ERISA following exhaustion of the Plans’ administrative processes.

Discretionary Authority to Decide Claims and Appeals

The Administrative Committee, or its delegate, shall have full discretionary authority to determine eligibility under the Plan’s terms, to interpret and apply the terms and provisions of the Plans, to resolve discrepancies and ambiguities, and to make final decisions on the appeal by an Employee of an initial denied claim. Subject to Compensation Committee, the Administrative Committee’s, or its delegate’s, decision will be final and binding on all parties.

Right to File a Lawsuit Under ERISA

Exhibit 31.1

CERTIFICATION

I, Michael W. Lamach, certify that:


1.	I have reviewed the Quarterly Report on Form 10-Q of Ingersoll-Rand plc for the three and six months ended June 30, 2017 ;


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:	July 26, 2017	/s/ M ICHAEL W. L AMACH
		Michael W. Lamach
		Principal Executive Officer

Exhibit 31.2

CERTIFICATION

I, Susan K. Carter, certify that:


1.	I have reviewed the Quarterly Report on Form 10-Q of Ingersoll-Rand plc for the three and six months ended June 30, 2017 ;


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:	July 26, 2017	/s/ S USAN K. C ARTER
		Susan K. Carter
		Principal Financial Officer

Exhibit 32

Section 1350 Certifications

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Ingersoll-Rand plc (the Company), does hereby certify that to our knowledge:

The Quarterly Report on Form 10-Q for the three and six months ended June 30, 2017 (the Form 10-Q) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ M ICHAEL W. L AMACH

Michael W. Lamach

Principal Executive Officer

July 26, 2017

/s/ S USAN K. C ARTER

Susan K. Carter

Principal Financial Officer

July 26, 2017