X
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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—
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ireland
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98-0626632
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Ordinary Shares,
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New York Stock Exchange
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Par Value $1.00 per Share
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Large accelerated filer
X
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Page
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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Item 16.
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•
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overall economic, political and business conditions in the markets in which we operate;
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•
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the demand for our products and services;
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•
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competitive factors in the industries in which we compete;
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•
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changes in tax laws and requirements (including tax rate changes, new tax laws, new and/or revised tax law interpretations and any legislation that may limit or eliminate potential tax benefits resulting from our incorporation in a non-U.S. jurisdiction, such as Ireland);
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•
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trade protection measures such as import or export restrictions and requirements, the imposition of tariffs and quotas or revocation or material modification of trade agreements;
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•
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the outcome of any litigation, governmental investigations, claims or proceedings;
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•
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the outcome of any income tax audits or settlements;
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•
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interest rate fluctuations and other changes in borrowing costs;
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•
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other capital market conditions, including availability of funding sources;
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•
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currency exchange rate fluctuations, exchange controls and currency devaluations;
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•
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availability of and fluctuations in the prices of key commodities;
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•
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impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets;
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•
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climate change, changes in weather patterns, natural disasters and seasonal fluctuations;
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•
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the impact of potential information technology or data security breaches; and
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•
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the strategic acquisition or divestiture of businesses, product lines and joint ventures;
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Climate
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||
Aftermarket and OEM parts and supplies
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Ice energy storage solutions
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Air conditioners
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Indoor air quality
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Air exchangers
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Industrial refrigeration
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Air handlers
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Installation contracting
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Airside and terminal devices
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Large commercial unitary
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Auxiliary power units
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Light commercial unitary
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Building management systems
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Motor replacements
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Bus and rail HVAC systems
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Multi-pipe HVAC systems
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Chillers
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Package heating and cooling systems
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Coils and condensers
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Performance contracting
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Container refrigeration systems and gensets
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Rail refrigeration systems
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Control systems
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Refrigerant reclamation
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Cryogenic refrigeration systems
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Repair and maintenance services
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Diesel-powered refrigeration systems
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Rental services
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Ductless systems
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Self-powered truck refrigeration systems
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Energy management services
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Service agreements
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Facility management services
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Temporary heating and cooling systems
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Furnaces
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Thermostats/controls
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Geothermal systems
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Trailer refrigeration systems
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Heat pumps
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Transport heater products
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Home automation
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Unitary systems (light and large)
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Humidifiers
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Vehicle-powered truck refrigeration systems
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Hybrid and non-diesel transport refrigeration solutions
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Water source heat pumps
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Industrial
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Air treatment and air separation systems
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Fluid power components
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Aftermarket and OEM parts and supplies
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Installation contracting
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Aftermarket controls, parts, accessories and consumables
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Power tools (air, cordless and electric)
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Airends
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Precision fastening systems
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Blowers
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Pumps (diaphragm and piston)
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Compressors (centrifugal, reciprocating, and rotary)
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Rental services
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Dryers
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Rough terrain (AWD) vehicles
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Engine starting systems
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Service agreements
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Ergonomic material handling systems
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Service break/fix
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Filters
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Utility and consumer low-speed vehicles
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Fluid handling systems
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Visage® mobile golf information systems
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Golf vehicles
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Winches (air, electric and hydraulic)
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Hoists (air, electric and manual)
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In millions
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2018
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2017
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Climate
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|
$
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2,914.4
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|
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$
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1,972.4
|
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Industrial
|
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514.8
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525.6
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Total
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$
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3,429.2
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$
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2,498.0
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Name and Age
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Date of
Service as
an Executive
Officer
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Principal Occupation and
Other Information for Past Five Years
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Michael W. Lamach (55)
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2/16/2004
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Chairman of the Board (since June 2010) and Chief Executive Officer (since February 2010)
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Susan K. Carter (60)
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10/2/2013
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Senior Vice President and Chief Financial Officer (since October 2013)
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David S. Regnery (56)
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9/5/2017
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Executive Vice President (since September 2017); Vice President, President of Commercial HVAC, North America and EMEA (2013 to 2017)
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Marcia J. Avedon (57)
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2/7/2007
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Senior Vice President, Human Resources, Communications and Corporate Affairs (since June 2013); Senior Vice President, Human Resources and Communications (2007 - 2013)
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Paul A. Camuti (57)
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8/1/2011
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Senior Vice President, Innovation and Chief Technology Officer (since August 2011)
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Maria C. Green (66)
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11/2/2015
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Senior Vice President and General Counsel (since November 2015); Senior Vice President, General Counsel and Secretary, Illinois Tool Works Inc. (a global manufacturer of a diversified range of industrial products and equipment), (2012-2015)
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Keith A. Sultana (49)
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10/12/2015
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Senior Vice President, Global Operations and Integrated Supply Chain (since October 2015); Vice President, Global Procurement (January 2015 to October 2015); Vice President, Global Integrated Supply Chain (GISC) for Climate Solutions (May 2010 to December 2014)
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Christopher J. Kuehn (46)
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6/1/2015
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Vice President and Chief Accounting Officer (since June 2015); Vice President, Corporate Controller and Chief Accounting Officer
,
Whirlpool Corporation (a global manufacturer and marketer of major home appliances), (2012-2015)
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•
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changes in local laws and regulations or imposition of currency restrictions and other restraints;
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•
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limitation of ownership rights, including expropriation of assets by a local government, and limitation on the ability to repatriate earnings;
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•
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sovereign debt crises and currency instability in developed and developing countries;
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•
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trade protection measures such as import or export restrictions and requirements, the imposition of burdensome tariffs and quotas or revocation or material modification of trade agreements;
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•
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difficulty in staffing and managing global operations;
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•
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difficulty of enforcing agreements, collecting receivables and protecting assets through non-U.S. legal systems;
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•
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national and international conflict, including war, civil disturbances and terrorist acts; and
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•
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recessions, economic downturns, slowing economic growth and social and political instability.
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•
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diversion of management time and attention from daily operations;
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•
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difficulties integrating acquired businesses, technologies and personnel into our business;
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•
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difficulties in obtaining and verifying the financial statements and other business information of acquired businesses;
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•
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inability to obtain required regulatory approvals and/or required financing on favorable terms;
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•
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potential loss of key employees, key contractual relationships or key customers of either acquired businesses or our business;
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•
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assumption of the liabilities and exposure to unforeseen or undisclosed liabilities of acquired businesses and exposure to regulatory sanctions;
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•
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inheriting internal control deficiencies;
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•
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dilution of interests of holders of our common shares through the issuance of equity securities or equity-linked securities; and
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•
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in the case of joint ventures and other investments, interests that diverge from those of our partners without the ability to direct the management and operations of the joint venture or investment in the manner we believe most appropriate to achieve the expected value.
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Climate
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||||
Americas
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Europe and Middle East
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Asia Pacific and India
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Arecibo, Puerto Rico
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Barcelona, Spain
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Bangkok, Thailand
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Charlotte, North Carolina
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Bari, Italy
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Penang, Malaysia
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Clarksville, Tennessee
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Charmes, France
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Taicang, China
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Columbia, South Carolina
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Essen, Germany
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Zhongshan, China
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Curitiba, Brazil
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Galway, Ireland
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Fairlawn, New Jersey
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Golbey, France
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Fort Smith, Arkansas
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King Abdullah Economic City, Saudi Arabia
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Grand Rapids, Michigan
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Kolin, Czech Republic
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Hastings, Nebraska
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La Crosse, Wisconsin
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Lexington, Kentucky
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Lynn Haven, Florida
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Monterrey, Mexico
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Pueblo, Colorado
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Rushville, Indiana
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St. Paul, Minnesota
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Trenton, New Jersey
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Tyler, Texas
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Vidalia, Georgia
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Waco, Texas
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Industrial
|
||||
Americas
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Europe and Middle East
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Asia Pacific and India
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Augusta, Georgia
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Fogliano Redipuglia, Italy
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Changzhou, China
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Buffalo, New York
|
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Logatec, Slovenia
|
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Guilin, China
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Campbellsville, Kentucky
|
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Oberhausen, Germany
|
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Naroda, India
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Dorval, Canada
|
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Sin le Noble, France
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Sahibabad, India
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Kent, Washington
|
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Vignate, Italy
|
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Wujiang, China
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Mocksville, North Carolina
|
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Wasquehal, France
|
|
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Sarasota, Florida
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Southern Pines, North Carolina
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West Chester, Pennsylvania
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Period
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Total number of shares purchased (000's) (a) (b)
|
|
Average price paid per share (a) (b)
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Total number of shares purchased as part of program (000's) (a)
|
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Approximate dollar value of shares still available to be purchased under the program ($000's) (a)
|
||||||
October 1 - October 31
|
|
840.8
|
|
|
$
|
94.54
|
|
|
840.3
|
|
|
$
|
306,617
|
|
November 1 - November 30
|
|
2,542.6
|
|
|
100.88
|
|
|
2,542.6
|
|
|
$
|
50,118
|
|
|
December 1 - December 31
|
|
485.4
|
|
|
103.60
|
|
|
484.0
|
|
|
$
|
—
|
|
|
Total
|
|
3,868.8
|
|
|
$
|
99.84
|
|
|
3,866.9
|
|
|
|
Company/Index
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
Ingersoll Rand
|
100
|
105
|
93
|
129
|
156
|
163
|
S&P 500
|
100
|
114
|
115
|
129
|
157
|
150
|
S&P 500 Industrials Index
|
100
|
110
|
107
|
127
|
154
|
133
|
At and for the years ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
$
|
15,668.2
|
|
|
$
|
14,197.6
|
|
|
$
|
13,508.9
|
|
|
$
|
13,300.7
|
|
|
$
|
12,891.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss) attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
1,359.1
|
|
|
1,328.0
|
|
|
1,443.3
|
|
|
688.9
|
|
|
897.0
|
|
|||||
Discontinued operations
|
|
(21.5
|
)
|
|
(25.4
|
)
|
|
32.9
|
|
|
(24.3
|
)
|
|
34.7
|
|
|||||
|
|
|
|
|
|
|
|
|
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|
||||||||||
Total assets
|
|
17,914.9
|
|
|
18,173.3
|
|
|
17,397.4
|
|
|
16,717.6
|
|
|
17,274.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total debt
|
|
4,091.3
|
|
|
4,064.0
|
|
|
4,070.2
|
|
|
4,217.8
|
|
|
4,200.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Ingersoll-Rand plc shareholders’ equity
|
|
7,022.7
|
|
|
7,140.3
|
|
|
6,643.8
|
|
|
5,816.7
|
|
|
5,987.4
|
|
|||||
|
|
|
|
|
|
|
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|
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|
||||||||||
Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
5.50
|
|
|
$
|
5.21
|
|
|
$
|
5.57
|
|
|
$
|
2.60
|
|
|
$
|
3.32
|
|
Discontinued operations
|
|
(0.09
|
)
|
|
(0.10
|
)
|
|
0.13
|
|
|
(0.09
|
)
|
|
0.12
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
5.43
|
|
|
$
|
5.14
|
|
|
$
|
5.52
|
|
|
$
|
2.57
|
|
|
$
|
3.27
|
|
Discontinued operations
|
|
(0.08
|
)
|
|
(0.09
|
)
|
|
0.13
|
|
|
(0.09
|
)
|
|
0.13
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per ordinary share
|
|
$
|
1.96
|
|
|
$
|
1.70
|
|
|
$
|
1.36
|
|
|
$
|
1.16
|
|
|
$
|
1.00
|
|
Dollar amounts in millions
|
|
2018
|
|
2017
|
|
Period Change
|
|
2018
% of Revenues
|
|
2017
% of Revenues
|
||||||
Net revenues
|
|
$
|
15,668.2
|
|
|
$
|
14,197.6
|
|
|
$
|
1,470.6
|
|
|
|
|
|
Cost of goods sold
|
|
(10,847.6
|
)
|
|
(9,811.6
|
)
|
|
(1,036.0
|
)
|
|
69.2%
|
|
69.1%
|
|||
Selling and administrative expenses
|
|
(2,903.2
|
)
|
|
(2,720.7
|
)
|
|
(182.5
|
)
|
|
18.5%
|
|
19.2%
|
|||
Operating income
|
|
1,917.4
|
|
|
1,665.3
|
|
|
252.1
|
|
|
12.2%
|
|
11.7%
|
|||
Interest expense
|
|
(220.7
|
)
|
|
(215.8
|
)
|
|
(4.9
|
)
|
|
|
|
|
|||
Other income/(expense), net
|
|
(36.4
|
)
|
|
(31.6
|
)
|
|
(4.8
|
)
|
|
|
|
|
|||
Earnings before income taxes
|
|
1,660.3
|
|
|
1,417.9
|
|
|
242.4
|
|
|
|
|
|
|||
Provision for income taxes
|
|
(281.3
|
)
|
|
(80.2
|
)
|
|
(201.1
|
)
|
|
|
|
|
|||
Earnings from continuing operations
|
|
1,379.0
|
|
|
1,337.7
|
|
|
41.3
|
|
|
|
|
|
|||
Discontinued operations, net of tax
|
|
(21.5
|
)
|
|
(25.4
|
)
|
|
3.9
|
|
|
|
|
|
|||
Net earnings
|
|
$
|
1,357.5
|
|
|
$
|
1,312.3
|
|
|
$
|
45.2
|
|
|
|
|
|
Volume/product mix
|
7.3
|
%
|
Acquisitions
|
1.1
|
%
|
Pricing
|
1.6
|
%
|
Currency translation
|
0.4
|
%
|
Total
|
10.4
|
%
|
Dollar amounts in millions
|
2018
|
|
2017
|
|
% change
|
||||
Climate
|
$
|
12,343.8
|
|
|
$
|
11,167.5
|
|
|
10.5%
|
Industrial
|
3,324.4
|
|
|
3,030.1
|
|
|
9.7%
|
||
Total
|
$
|
15,668.2
|
|
|
$
|
14,197.6
|
|
|
|
Volume/product mix
|
7.6
|
%
|
Acquisitions
|
1.1
|
%
|
Pricing
|
1.5
|
%
|
Currency translation
|
0.3
|
%
|
Total
|
10.5
|
%
|
Volume/product mix
|
6.3
|
%
|
Acquisitions
|
0.9
|
%
|
Pricing
|
1.6
|
%
|
Currency translation
|
0.9
|
%
|
Total
|
9.7
|
%
|
Dollar amounts in millions
|
|
2018 Operating Income (Expense)
|
|
2017 Operating Income (Expense)
|
|
Period Change
|
2018 Operating Margin
|
|
2017 Operating Margin
|
||||||||
Climate
|
|
$
|
1,766.2
|
|
|
$
|
1,572.7
|
|
|
$
|
193.5
|
|
14.3
|
%
|
|
14.1
|
%
|
Industrial
|
|
405.3
|
|
|
357.6
|
|
|
47.7
|
|
12.2
|
%
|
|
11.8
|
%
|
|||
Unallocated corporate expense
|
|
(254.1
|
)
|
|
(265.0
|
)
|
|
10.9
|
|
N/A
|
|
|
N/A
|
|
|||
Total
|
|
$
|
1,917.4
|
|
|
$
|
1,665.3
|
|
|
$
|
252.1
|
|
12.2
|
%
|
|
11.7
|
%
|
In millions
|
|
2018
|
|
2017
|
|
Period Change
|
||||||
Interest income
|
|
$
|
6.4
|
|
|
$
|
9.4
|
|
|
$
|
(3.0
|
)
|
Exchange gain (loss)
|
|
(17.6
|
)
|
|
(8.8
|
)
|
|
(8.8
|
)
|
|||
Other components of net periodic benefit cost
|
|
(21.9
|
)
|
|
(31.0
|
)
|
|
9.1
|
|
|||
Other activity, net
|
|
(3.3
|
)
|
|
(1.2
|
)
|
|
(2.1
|
)
|
|||
Other income/(expense), net
|
|
$
|
(36.4
|
)
|
|
$
|
(31.6
|
)
|
|
$
|
(4.8
|
)
|
In millions
|
|
2018
|
|
2017
|
|
Period Change
|
||||||
Pre-tax earnings (loss) from discontinued operations
|
|
$
|
(85.5
|
)
|
|
$
|
(34.0
|
)
|
|
$
|
(51.5
|
)
|
Tax benefit (expense)
|
|
64.0
|
|
|
8.6
|
|
|
55.4
|
|
|||
Discontinued operations, net of tax
|
|
$
|
(21.5
|
)
|
|
$
|
(25.4
|
)
|
|
$
|
3.9
|
|
Dollar amounts in millions
|
|
2017
|
|
2016
|
|
Period Change
|
|
2017
% of Revenues
|
|
2016
% of Revenues
|
||||||
Net revenues
|
|
$
|
14,197.6
|
|
|
$
|
13,508.9
|
|
|
$
|
688.7
|
|
|
|
|
|
Cost of goods sold
|
|
(9,811.6
|
)
|
|
(9,307.9
|
)
|
|
(503.7
|
)
|
|
69.1%
|
|
68.9%
|
|||
Selling and administrative expenses
|
|
(2,720.7
|
)
|
|
(2,597.8
|
)
|
|
(122.9
|
)
|
|
19.2%
|
|
19.2%
|
|||
Operating income
|
|
1,665.3
|
|
|
1,603.2
|
|
|
62.1
|
|
|
11.7%
|
|
11.9%
|
|||
Interest expense
|
|
(215.8
|
)
|
|
(221.5
|
)
|
|
5.7
|
|
|
|
|
|
|||
Other income/(expense), net
|
|
(31.6
|
)
|
|
359.6
|
|
|
(391.2
|
)
|
|
|
|
|
|||
Earnings before income taxes
|
|
1,417.9
|
|
|
1,741.3
|
|
|
(323.4
|
)
|
|
|
|
|
|||
Provision for income taxes
|
|
(80.2
|
)
|
|
(281.5
|
)
|
|
201.3
|
|
|
|
|
|
|||
Earnings from continuing operations
|
|
1,337.7
|
|
|
1,459.8
|
|
|
(122.1
|
)
|
|
|
|
|
|||
Discontinued operations, net of tax
|
|
(25.4
|
)
|
|
32.9
|
|
|
(58.3
|
)
|
|
|
|
|
|||
Net earnings
|
|
$
|
1,312.3
|
|
|
$
|
1,492.7
|
|
|
$
|
(180.4
|
)
|
|
|
|
|
Volume/product mix
|
4.4
|
%
|
Pricing
|
0.3
|
%
|
Currency translation
|
0.4
|
%
|
Total
|
5.1
|
%
|
Dollar amounts in millions
|
|
2017
|
|
2016
|
|
% change
|
||||
Climate
|
|
$
|
11,167.5
|
|
|
$
|
10,545.0
|
|
|
5.9%
|
Industrial
|
|
3,030.1
|
|
|
2,963.9
|
|
|
2.2%
|
||
Total
|
|
$
|
14,197.6
|
|
|
$
|
13,508.9
|
|
|
|
Volume/product mix
|
5.4
|
%
|
Pricing
|
0.2
|
%
|
Currency translation
|
0.3
|
%
|
Total
|
5.9
|
%
|
Volume/product mix
|
0.7
|
%
|
Pricing
|
1.0
|
%
|
Currency translation
|
0.5
|
%
|
Total
|
2.2
|
%
|
Dollar amounts in millions
|
|
2017 Operating Income (Expense)
|
|
2016 Operating Income (Expense)
|
|
Period Change
|
2017 Operating Margin
|
|
2016 Operating Margin
|
||||||||
Climate
|
|
$
|
1,572.7
|
|
|
$
|
1,537.5
|
|
|
$
|
35.2
|
|
14.1
|
%
|
|
14.6
|
%
|
Industrial
|
|
357.6
|
|
|
300.3
|
|
|
57.3
|
|
11.8
|
%
|
|
10.1
|
%
|
|||
Unallocated corporate expense
|
|
(265.0
|
)
|
|
(234.6
|
)
|
|
$
|
(30.4
|
)
|
N/A
|
|
|
N/A
|
|
||
Total
|
|
$
|
1,665.3
|
|
|
$
|
1,603.2
|
|
|
$
|
62.1
|
|
11.7
|
%
|
|
11.9
|
%
|
In millions
|
|
2017
|
|
2016
|
|
Period Change
|
||||||
Interest income
|
|
$
|
9.4
|
|
|
$
|
8.0
|
|
|
$
|
1.4
|
|
Exchange gain (loss)
|
|
(8.8
|
)
|
|
(2.0
|
)
|
|
(6.8
|
)
|
|||
Other components of net periodic benefit cost
|
|
(31.0
|
)
|
|
(30.1
|
)
|
|
(0.9
|
)
|
|||
Income (loss) from equity investment
|
|
—
|
|
|
(0.8
|
)
|
|
0.8
|
|
|||
Gain on sale of Hussmann equity investment
|
|
—
|
|
|
397.8
|
|
|
(397.8
|
)
|
|||
Other activity, net
|
|
(1.2
|
)
|
|
(13.3
|
)
|
|
12.1
|
|
|||
Other income/(expense), net
|
|
$
|
(31.6
|
)
|
|
$
|
359.6
|
|
|
$
|
(391.2
|
)
|
In millions
|
|
2017
|
|
2016
|
|
Period Change
|
||||||
Pre-tax earnings (loss) from discontinued operations
|
|
$
|
(34.0
|
)
|
|
$
|
28.1
|
|
|
$
|
(62.1
|
)
|
Tax benefit (expense)
|
|
8.6
|
|
|
4.8
|
|
|
3.8
|
|
|||
Discontinued operations, net of tax
|
|
$
|
(25.4
|
)
|
|
$
|
32.9
|
|
|
$
|
(58.3
|
)
|
•
|
Funding of working capital
|
•
|
Funding of capital expenditures
|
•
|
Dividend payments
|
•
|
Debt service requirements
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
|
$
|
903.4
|
|
|
$
|
1,549.4
|
|
|
$
|
1,714.7
|
|
Short-term borrowings and current maturities of long-term debt
(1)
|
|
350.6
|
|
|
1,107.0
|
|
|
360.8
|
|
|||
Long-term debt
(1)
|
|
3,740.7
|
|
|
2,957.0
|
|
|
3,709.4
|
|
|||
Total debt
|
|
4,091.3
|
|
|
4,064.0
|
|
|
4,070.2
|
|
|||
Total Ingersoll-Rand plc shareholders’ equity
|
|
7,022.7
|
|
|
7,140.3
|
|
|
6,643.8
|
|
|||
Total equity
|
|
7,064.8
|
|
|
7,206.9
|
|
|
6,718.3
|
|
|||
Debt-to-total capital ratio
|
|
36.7
|
%
|
|
36.1
|
%
|
|
37.7
|
%
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by (used in) continuing operating activities
|
|
$
|
1,474.5
|
|
|
$
|
1,561.6
|
|
|
$
|
1,433.0
|
|
Net cash provided by (used in) investing activities
|
|
(629.4
|
)
|
|
(374.7
|
)
|
|
240.1
|
|
|||
Net cash provided by (used in) financing activities
|
|
(1,378.8
|
)
|
|
(1,432.5
|
)
|
|
(726.9
|
)
|
|
|
Short-term
|
|
Long-term
|
Moody’s
|
|
P-2
|
|
Baa2
|
Standard and Poor’s
|
|
A-2
|
|
BBB
|
In millions
|
|
Less than
1 year
|
|
1 - 3
years
|
|
3 - 5
years
|
|
More than
5 years
|
|
Total
|
||||||||||
Short-term debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
|
350.6
|
|
(a)
|
740.2
|
|
|
715.0
|
|
|
2,314.7
|
|
|
$
|
4,120.5
|
|
||||
Interest payments on long-term debt
|
|
186.5
|
|
|
355.1
|
|
|
298.6
|
|
|
1,394.0
|
|
|
2,234.2
|
|
|||||
Purchase obligations
|
|
946.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
946.0
|
|
|||||
Operating leases
|
|
197.1
|
|
|
259.4
|
|
|
110.6
|
|
|
42.7
|
|
|
609.8
|
|
|||||
Total contractual cash obligations
|
|
$
|
1,680.2
|
|
|
$
|
1,354.7
|
|
|
$
|
1,124.2
|
|
|
$
|
3,751.4
|
|
|
$
|
7,910.5
|
|
(a)
|
Includes $343.0 million of debt redeemable at the option of the holder. The scheduled maturities of these bonds range between 2027 and 2028.
|
•
|
Allowance for doubtful accounts – We maintain an allowance for doubtful accounts receivable which represents our best estimate of probable loss inherent in our accounts receivable portfolio. This estimate is based upon our two step policy that results in the total recorded allowance for doubtful accounts. The first step is to record a portfolio reserve based on the aging of the outstanding accounts receivable portfolio and our historical experience with our end markets, customer base and products. The second step is to create a specific reserve for significant accounts as to which the customer's ability to satisfy their financial obligation to us is in doubt due to circumstances such as bankruptcy, deteriorating operating results or financial position. In these circumstances, management uses its judgment to record an allowance based on the best estimate of probable loss, factoring in such considerations as the market value of collateral, if applicable. Actual results could differ from those estimates. These estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the statement of operations in the period that they are determined.
|
•
|
Goodwill and indefinite-lived intangible assets – We have significant goodwill and indefinite-lived intangible assets on our balance sheet related to acquisitions. These assets are tested and reviewed annually during the fourth quarter for impairment or when there is a significant change in events or circumstances that indicate that the fair value of an asset is more likely than not less than the carrying amount of the asset.
|
•
|
Loss contingencies – Liabilities are recorded for various contingencies arising in the normal course of business, including litigation and administrative proceedings, environmental and asbestos matters and product liability, product warranty, worker’s compensation and other claims. We have recorded reserves in the financial statements related to these matters, which are developed using input derived from actuarial estimates and historical and anticipated experience data depending on the nature of the reserve, and in certain instances with consultation of legal counsel, internal and external consultants and engineers. Subject to the uncertainties inherent in estimating future costs for these types of liabilities, we believe our estimated reserves are reasonable and do not believe the final determination of the liabilities with respect to these matters would have a material effect on our financial condition, results of operations, liquidity or cash flows for any year.
|
•
|
Asbestos matters – Certain of our wholly-owned subsidiaries and former companies are named as defendants in asbestos-related lawsuits in state and federal courts. We record a liability for our actual and anticipated future claims as well as an asset for anticipated insurance settlements. Asbestos-related defense costs are excluded from the asbestos claims liability and are recorded separately as services are incurred. None of our existing or previously-owned businesses were a producer or manufacturer of asbestos. We record certain income and expenses associated with our asbestos liabilities and corresponding insurance recoveries within
Discontinued operations, net of tax
, as they relate to previously divested businesses, except for amounts associated with Trane’s asbestos liabilities and corresponding insurance recoveries which are recorded within continuing operations. See Note 20 to the Consolidated Financial Statements for further information regarding asbestos-related matters.
|
•
|
Revenue recognition – Revenue is recognized when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. A majority of our revenues are recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract. However, a portion of our revenues are recognized over time as the customer simultaneously receives control as we perform work under a contract. We adopted ASC 606 on January 1, 2018 using the modified retrospective approach. Refer to Note 2, "Summary of Significant Accounting Policies" and Note 11, "Revenue" for additional information related to the adoption of ASC 606.
|
•
|
Income taxes – Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. We recognize future tax benefits, such as net operating losses and tax credits, to the extent that realizing these benefits is considered in our judgment to be more likely than not. We regularly review the recoverability of our deferred tax assets considering our historic profitability, projected future taxable income, timing of the reversals of existing temporary differences and the feasibility of our tax planning strategies. Where appropriate, we record a valuation allowance with respect to a future tax benefit.
|
•
|
Employee benefit plans – We provide a range of benefits to eligible employees and retirees, including pensions, postretirement and postemployment benefits. Determining the cost associated with such benefits is dependent on various actuarial assumptions including discount rates, expected return on plan assets, compensation increases, mortality, turnover rates and healthcare cost trend rates. Actuarial valuations are performed to determine expense in accordance with GAAP. Actual results may differ from the actuarial assumptions and are generally accumulated and amortized into earnings over future periods. We review our actuarial assumptions at each measurement date and make modifications to the assumptions based on current rates and trends, if appropriate. The discount rate, the rate of compensation increase and the expected long-term rates of return on plan assets are determined as of each measurement date.
|
(a)
|
The following Consolidated Financial Statements and Financial Statement Schedules and the report thereon of PricewaterhouseCoopers LLP dated
February 12, 2019
, are presented under Item 16 of this Annual Report on Form 10-K.
|
(b)
|
The unaudited selected quarterly financial data for the two years ended
December 31,
is as follows:
|
|
|
2018
|
||||||||||||||
In millions, except per share amounts
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net revenues
|
|
$
|
3,384.5
|
|
|
$
|
4,357.7
|
|
|
$
|
4,030.9
|
|
|
$
|
3,895.1
|
|
Cost of goods sold
|
|
(2,420.2
|
)
|
|
(2,964.1
|
)
|
|
(2,718.3
|
)
|
|
(2,745.0
|
)
|
||||
Operating income
|
|
243.4
|
|
|
640.3
|
|
|
587.0
|
|
|
446.7
|
|
||||
Net earnings
|
|
124.1
|
|
|
452.6
|
|
|
519.4
|
|
|
261.4
|
|
||||
Net earnings attributable to Ingersoll-Rand plc
|
|
120.4
|
|
|
448.1
|
|
|
515.1
|
|
|
254.0
|
|
||||
Earnings per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.48
|
|
|
$
|
1.81
|
|
|
$
|
2.09
|
|
|
$
|
1.04
|
|
Diluted
|
|
$
|
0.48
|
|
|
$
|
1.79
|
|
|
$
|
2.06
|
|
|
$
|
1.03
|
|
|
|
2017
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net revenues
|
|
$
|
3,000.6
|
|
|
$
|
3,908.4
|
|
|
$
|
3,670.5
|
|
|
$
|
3,618.1
|
|
Cost of goods sold
|
|
(2,126.1
|
)
|
|
(2,653.1
|
)
|
|
(2,489.9
|
)
|
|
(2,542.5
|
)
|
||||
Operating income
|
|
215.0
|
|
|
557.6
|
|
|
506.1
|
|
|
386.6
|
|
||||
Net earnings
|
|
121.1
|
|
|
362.2
|
|
|
371.9
|
|
|
457.1
|
|
||||
Net earnings attributable to Ingersoll-Rand plc
|
|
117.1
|
|
|
358.6
|
|
|
367.0
|
|
|
459.9
|
|
||||
Earnings per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.45
|
|
|
$
|
1.40
|
|
|
$
|
1.45
|
|
|
$
|
1.84
|
|
Diluted
|
|
$
|
0.45
|
|
|
$
|
1.38
|
|
|
$
|
1.43
|
|
|
$
|
1.81
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Management's Report on Internal Control Over Financial Reporting
|
(c)
|
Changes in Internal Control Over Financial Reporting
|
(a) 1. and 2.
|
Financial statements and financial statement schedule
See Item 8.
|
|
|
3.
|
Exhibits
|
|
The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K.
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
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|
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|
|
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|
|
2.1
|
|
|
|
Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013.
|
|
|
|
|
|
|
|
3.1
|
|
|
Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on June 7, 2016.
|
|
|
|
|
|
|
|
|
|
|
The Company and its subsidiaries are parties to several long-term debt instruments under which, in each case, the total amount of securities authorized does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
|
|
Pursuant to paragraph 4 (iii)(A) of Item 601 (b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
|
|
|
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|
|
4.1
|
|
|
Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
|
|
|
|
|
|
|
|
|
4.2
|
|
|
Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
4.3
|
|
|
Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
|
|
|
|
|
|
|
|
|
4.4
|
|
|
Incorporated by reference to Exhibit 4.4 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013.
|
|
|
|
|
|
|
|
|
4.5
|
|
|
Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on November 26, 2013.
|
|
|
|
|
|
|
|
|
4.6
|
|
|
Incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
|
|
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|
|
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|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
4.7
|
|
|
Incorporated by reference to Exhibit 4.21 to the Company's Form 10-K for the fiscal year ended 2015 (File No. 001-34400) filed with the SEC on February 12, 2016.
|
|
|
|
|
|
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|
4.8
|
|
|
|
Incorporated by reference to Exhibit 4.19 to the Company’s Form 10-K for the fiscal year ended 2016 (File No. 001-34400) filed with the SEC on February 13, 2017.
|
|
|
|
|
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|
4.9
|
|
|
Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014
|
|
|
|
|
|
|
|
|
4.10
|
|
|
Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
|
|
|
|
|
|
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|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
4.11
|
|
|
Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
|
|
|
|
|
|
|
|
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4.12
|
|
|
Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on October 29, 2014.
|
|
|
|
|
|
|
|
|
4.13
|
|
|
Incorporated by reference to Exhibit 4.27 to the Company's Form 10-K for the fiscal year ended 2015 (File No. 001-34400) filed with the SEC on February 12, 2016.
|
|
|
|
|
|
|
|
|
4.14
|
|
|
|
Incorporated by reference to Exhibit 4.25 to the Company’s Form 10-K for the fiscal year ended 2016 (File No. 001-34400) filed with the SEC on February 13, 2017.
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
4.15
|
|
|
Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018.
|
|
|
|
|
|
|
|
|
4.16
|
|
|
Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018.
|
|
|
|
|
|
|
|
|
4.17
|
|
|
Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018.
|
|
|
|
|
|
|
|
|
4.18
|
|
|
Incorporated by reference to Exhibit 4.6 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 26, 2018.
|
|
|
|
|
|
|
|
|
4.26
|
|
|
Incorporated by reference to Exhibit 4.6 to the Company’s Form S-3 (File No. 333-161334) filed with the SEC on August 13, 2009.
|
|
|
|
|
|
|
|
|
10.1*
|
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on June 12, 2018.
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
|
|
10.2*
|
|
|
Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on June 12, 2018.
|
|
|
|
|
|
|
|
|
10.3*
|
|
|
Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on June 12, 2018.
|
|
|
|
|
|
|
|
|
10.4
|
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on March 17, 2016.
|
|
|
|
|
|
|
|
|
10.5
|
|
|
Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K for the fiscal year ended 2017 (File No. 001-34400) filed with the SEC on February 13, 2017.
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.6
|
|
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on April 19, 2018.
|
|
|
|
|
|
|
|
10.7
|
|
|
|
Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
10.8
|
|
|
|
Incorporated by reference to Exhibit 10.1 to Trane Inc.’s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007.
|
|
|
|
|
|
|
|
10.9
|
|
|
Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013.
|
|
|
|
|
|
|
|
|
10.10*
|
|
|
Incorporated by reference to Exhibit 4.5 to the Company's Form S-8 (File No. 333-189446) filed with the SEC on June 19, 2013.
|
|
|
|
|
|
|
|
|
10.11*
|
|
|
Incorporated by reference to Exhibit 4.3 to the Company’s Form S-8 (File No. 333-225575) filed with the SEC on June 12, 2018.
|
|
|
|
|
|
|
|
|
10.12*
|
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2017 (File No. 001-34400) filed with the SEC on July 26, 2017.
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.13*
|
|
|
Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2017 (File No. 001-34400) filed with the SEC on July 26, 2017.
|
|
|
|
|
|
|
|
|
10.14*
|
|
|
Incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K for the fiscal year ended 2011 (File No. 001-34400) filed with the SEC on February 21, 2012.
|
|
|
|
|
|
|
|
|
10.15*
|
|
|
Incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K for the fiscal year ended 2011 (File No. 001-16831) filed with the SEC on February 21, 2012.
|
|
|
|
|
|
|
|
|
10.16*
|
|
|
Incorporated by reference to Exhibit 10.11 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
|
10.17*
|
|
|
Incorporated by reference to Exhibit 10.12 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
|
10.18*
|
|
|
Incorporated by reference to exhibit 10.23 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
|
|
|
|
|
|
|
|
|
10.19*
|
|
|
Incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018.
|
|
|
|
|
|
|
|
|
10.20*
|
|
|
Incorporated by reference to exhibit 10.24 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
|
|
|
|
|
|
|
|
|
10.21*
|
|
|
Incorporated by reference to Exhibit 10.23 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018.
|
|
|
|
|
|
|
|
|
10.22*
|
|
|
Incorporated by reference to Exhibit 10.19 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
|
10.23*
|
|
|
Incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018.
|
|
|
|
|
|
|
|
|
10.24*
|
|
|
Incorporated by reference to Exhibit 10.28 to the Company’s Form 10-K for the fiscal year ended 2008 (File No. 001-16831) filed with the SEC on March 2, 2009.
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
|
|
10.25*
|
|
|
Incorporated by reference to Exhibit 10.21 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009.
|
|
|
|
|
|
|
|
|
10.26*
|
|
|
Incorporated by reference to exhibit 10.32 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
|
|
|
|
|
|
|
|
|
10.27*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
10.28*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
10.29*
|
|
|
Incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018.
|
|
|
|
|
|
|
|
|
10.30*
|
|
|
|
Incorporated by reference to Exhibit 99.1 to the Company's Form 8-K (File No. 001-16831) filed with the SEC on December 4, 2006.
|
|
|
|
|
|
|
|
10.31*
|
|
|
Incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on December 4, 2006.
|
|
|
|
|
|
|
|
|
10.32*
|
|
|
Incorporated by reference to Exhibit 10.32 to the Company’s Form 10-Q for the period ended June 30, 2009 (File No. 001-34400) filed with the SEC on August 6, 2009.
|
|
|
|
|
|
|
|
|
10.33*
|
|
|
Incorporated by reference to Exhibit 10.33 to the Company’s Form 10-Q for the period ended June 30, 2009 (File No. 001-34400) filed with the SEC on August 6, 2009.
|
|
|
|
|
|
|
|
|
10.34*
|
|
|
Incorporated by reference to Exhibit 10.35 to the Company’s Form 10-K for the fiscal year ended 2014 (File No. 001-34400) filed with the SEC on February 13, 2015.
|
|
|
|
|
|
|
|
|
10.35*
|
|
|
Incorporated by reference to Exhibit 10.35 to the Company’s Form 10-K for the fiscal year ended 2003 (File No. 001-16831) filed with the SEC on February 27, 2004.
|
|
|
|
|
|
|
|
|
10.36*
|
|
|
Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on June 10, 2008.
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
10.37*
|
|
|
Incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K for the fiscal year ended 2008 (File No. 001-16831) filed with the SEC on March 2, 2009.
|
|
|
|
|
|
|
|
|
10.38*
|
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 5, 2010.
|
|
|
|
|
|
|
|
|
10.39*
|
|
|
Incorporated by reference to exhibit 10.48 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
|
|
|
|
|
|
|
|
|
10.40*
|
|
|
Incorporated by reference to Exhibit 10.45 to the Company's Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-16831) filed with the SEC on March 1, 2007.
|
|
|
|
|
|
|
|
|
10.41*
|
|
|
Incorporated by reference to exhibit 10.53 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.
|
|
|
|
|
|
|
|
|
10.42*
|
|
|
Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on October 2, 2013.
|
|
|
|
|
|
|
|
|
10.43*
|
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
10.44*
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
10.45*
|
|
|
Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013.
|
|
|
|
|
|
|
|
|
21
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
23.1
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
31.2
|
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
32
|
|
|
Furnished herewith.
|
|
|
|
|
|
|
|
|
101
|
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
|
Furnished herewith.
|
|
By:
|
|
/s/ Michael W. Lamach
|
|
|
Michael W. Lamach
|
|
|
Chairman of the Board and Chief Executive Officer
|
Date:
|
|
February 12, 2019
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael W. Lamach
|
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|
|
February 12, 2019
|
(Michael W. Lamach)
|
|
|
|
|
|
|
|
|
|
/s/ Susan K. Carter
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 12, 2019
|
(Susan K. Carter)
|
|
|
|
|
|
|
|
|
|
/s/ Christopher J. Kuehn
|
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
February 12, 2019
|
(Christopher J. Kuehn)
|
|
|
|
|
|
|
|
|
|
/s/ Kirk E. Arnold
|
|
Director
|
|
February 12, 2019
|
(Kirk E. Arnold)
|
|
|
|
|
|
|
|
|
|
/s/ Ann C. Berzin
|
|
Director
|
|
February 12, 2019
|
(Ann C. Berzin)
|
|
|
|
|
|
|
|
|
|
/s/ John Bruton
|
|
Director
|
|
February 12, 2019
|
(John Bruton)
|
|
|
|
|
|
|
|
|
|
/s/ Jared L. Cohon
|
|
Director
|
|
February 12, 2019
|
(Jared L. Cohon)
|
|
|
|
|
|
|
|
|
|
/s/ Gary D. Forsee
|
|
Director
|
|
February 12, 2019
|
(Gary D. Forsee)
|
|
|
|
|
|
|
|
|
|
/s/ Linda P. Hudson
|
|
Director
|
|
February 12, 2019
|
(Linda P. Hudson)
|
|
|
|
|
|
|
|
|
|
/s/ Myles P. Lee
|
|
Director
|
|
February 12, 2019
|
(Myles P. Lee)
|
|
|
|
|
|
|
|
|
|
/s/ Karen B. Peetz
|
|
Director
|
|
February 12, 2019
|
(Karen B. Peetz)
|
|
|
|
|
|
|
|
|
|
/s/ John P. Surma
|
|
Director
|
|
February 12, 2019
|
(John P. Surma)
|
|
|
|
|
|
|
|
|
|
/s/ Richard J. Swift
|
|
Director
|
|
February 12, 2019
|
(Richard J. Swift)
|
|
|
|
|
|
|
|
|
|
/s/ Tony L. White
|
|
Director
|
|
February 12, 2019
|
(Tony L. White)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ingersoll-Rand plc
Consolidated Statements of Comprehensive Income
In millions, except per share amounts
|
||||||||||||
For the years ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenues
|
|
$
|
15,668.2
|
|
|
$
|
14,197.6
|
|
|
$
|
13,508.9
|
|
Cost of goods sold
|
|
(10,847.6
|
)
|
|
(9,811.6
|
)
|
|
(9,307.9
|
)
|
|||
Selling and administrative expenses
|
|
(2,903.2
|
)
|
|
(2,720.7
|
)
|
|
(2,597.8
|
)
|
|||
Operating income
|
|
1,917.4
|
|
|
1,665.3
|
|
|
1,603.2
|
|
|||
Interest expense
|
|
(220.7
|
)
|
|
(215.8
|
)
|
|
(221.5
|
)
|
|||
Other income/(expense), net
|
|
(36.4
|
)
|
|
(31.6
|
)
|
|
359.6
|
|
|||
Earnings before income taxes
|
|
1,660.3
|
|
|
1,417.9
|
|
|
1,741.3
|
|
|||
Provision for income taxes
|
|
(281.3
|
)
|
|
(80.2
|
)
|
|
(281.5
|
)
|
|||
Earnings from continuing operations
|
|
1,379.0
|
|
|
1,337.7
|
|
|
1,459.8
|
|
|||
Discontinued operations, net of tax
|
|
(21.5
|
)
|
|
(25.4
|
)
|
|
32.9
|
|
|||
Net earnings
|
|
1,357.5
|
|
|
1,312.3
|
|
|
1,492.7
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
|
(19.9
|
)
|
|
(9.7
|
)
|
|
(16.5
|
)
|
|||
Net earnings attributable to Ingersoll-Rand plc
|
|
$
|
1,337.6
|
|
|
$
|
1,302.6
|
|
|
$
|
1,476.2
|
|
Amounts attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1,359.1
|
|
|
$
|
1,328.0
|
|
|
$
|
1,443.3
|
|
Discontinued operations
|
|
(21.5
|
)
|
|
(25.4
|
)
|
|
32.9
|
|
|||
Net earnings
|
|
$
|
1,337.6
|
|
|
$
|
1,302.6
|
|
|
$
|
1,476.2
|
|
Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
5.50
|
|
|
$
|
5.21
|
|
|
$
|
5.57
|
|
Discontinued operations
|
|
(0.09
|
)
|
|
(0.10
|
)
|
|
0.13
|
|
|||
Net earnings
|
|
$
|
5.41
|
|
|
$
|
5.11
|
|
|
$
|
5.70
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
5.43
|
|
|
$
|
5.14
|
|
|
$
|
5.52
|
|
Discontinued operations
|
|
(0.08
|
)
|
|
(0.09
|
)
|
|
0.13
|
|
|||
Net earnings
|
|
$
|
5.35
|
|
|
$
|
5.05
|
|
|
$
|
5.65
|
|
Ingersoll-Rand plc
Consolidated Statements of Comprehensive Income (continued)
In millions, except per share amounts
|
||||||||||||
For the years ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net earnings
|
|
$
|
1,357.5
|
|
|
$
|
1,312.3
|
|
|
$
|
1,492.7
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Currency translation
|
|
(230.6
|
)
|
|
450.3
|
|
|
(233.8
|
)
|
|||
Cash flow hedges
|
|
|
|
|
|
|
||||||
Unrealized net gains (losses) arising during period
|
|
1.2
|
|
|
(1.8
|
)
|
|
2.2
|
|
|||
Net gains (losses) reclassified into earnings
|
|
0.9
|
|
|
3.6
|
|
|
(4.8
|
)
|
|||
Tax (expense) benefit
|
|
(0.1
|
)
|
|
—
|
|
|
0.4
|
|
|||
Total cash flow hedges, net of tax
|
|
2.0
|
|
|
1.8
|
|
|
(2.2
|
)
|
|||
Pension and OPEB adjustments:
|
|
|
|
|
|
|
||||||
Prior service costs for the period
|
|
(16.0
|
)
|
|
(3.8
|
)
|
|
(6.2
|
)
|
|||
Net actuarial gains (losses) for the period
|
|
12.8
|
|
|
39.6
|
|
|
23.6
|
|
|||
Amortization reclassified into earnings
|
|
50.7
|
|
|
52.1
|
|
|
57.5
|
|
|||
Settlements/curtailments reclassified to earnings
|
|
2.5
|
|
|
7.7
|
|
|
2.1
|
|
|||
Currency translation and other
|
|
7.5
|
|
|
(15.4
|
)
|
|
22.5
|
|
|||
Tax (expense) benefit
|
|
(17.2
|
)
|
|
(20.1
|
)
|
|
(23.5
|
)
|
|||
Total pension and OPEB adjustments, net of tax
|
|
40.3
|
|
|
60.1
|
|
|
76.0
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(188.3
|
)
|
|
512.2
|
|
|
(160.0
|
)
|
|||
Comprehensive income, net of tax
|
|
$
|
1,169.2
|
|
|
$
|
1,824.5
|
|
|
$
|
1,332.7
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
|
(16.9
|
)
|
|
(10.2
|
)
|
|
(26.1
|
)
|
|||
Comprehensive income attributable to Ingersoll-Rand plc
|
|
$
|
1,152.3
|
|
|
$
|
1,814.3
|
|
|
$
|
1,306.6
|
|
December 31,
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
903.4
|
|
|
$
|
1,549.4
|
|
Accounts and notes receivable, net
|
|
2,679.2
|
|
|
2,477.4
|
|
||
Inventories, net
|
|
1,677.8
|
|
|
1,555.4
|
|
||
Other current assets
|
|
471.6
|
|
|
536.9
|
|
||
Total current assets
|
|
5,732.0
|
|
|
6,119.1
|
|
||
Property, plant and equipment, net
|
|
1,730.8
|
|
|
1,551.3
|
|
||
Goodwill
|
|
5,959.5
|
|
|
5,935.7
|
|
||
Intangible assets, net
|
|
3,634.7
|
|
|
3,742.9
|
|
||
Other noncurrent assets
|
|
857.9
|
|
|
824.3
|
|
||
Total assets
|
|
$
|
17,914.9
|
|
|
$
|
18,173.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,705.3
|
|
|
$
|
1,556.1
|
|
Accrued compensation and benefits
|
|
531.6
|
|
|
509.7
|
|
||
Accrued expenses and other current liabilities
|
|
1,728.2
|
|
|
1,655.2
|
|
||
Short-term borrowings and current maturities of long-term debt
|
|
350.6
|
|
|
1,107.0
|
|
||
Total current liabilities
|
|
4,315.7
|
|
|
4,828.0
|
|
||
Long-term debt
|
|
3,740.7
|
|
|
2,957.0
|
|
||
Postemployment and other benefit liabilities
|
|
1,192.9
|
|
|
1,285.3
|
|
||
Deferred and noncurrent income taxes
|
|
538.4
|
|
|
757.5
|
|
||
Other noncurrent liabilities
|
|
1,062.4
|
|
|
1,138.6
|
|
||
Total liabilities
|
|
10,850.1
|
|
|
10,966.4
|
|
||
Equity:
|
|
|
|
|
||||
Ingersoll-Rand plc shareholders’ equity
|
|
|
|
|
||||
Ordinary shares, $1 par value (266,405,347 and 273,980,824 shares issued at December 31, 2018 and 2017, respectively)
|
|
266.4
|
|
|
274.0
|
|
||
Ordinary shares held in treasury, at cost (24,500,054 and 24,501,667 shares at December 31, 2018 and 2017, respectively)
|
|
(1,719.4
|
)
|
|
(1,719.4
|
)
|
||
Capital in excess of par value
|
|
—
|
|
|
461.3
|
|
||
Retained earnings
|
|
9,439.8
|
|
|
8,903.2
|
|
||
Accumulated other comprehensive loss
|
|
(964.1
|
)
|
|
(778.8
|
)
|
||
Total Ingersoll-Rand plc shareholders’ equity
|
|
7,022.7
|
|
|
7,140.3
|
|
||
Noncontrolling interest
|
|
42.1
|
|
|
66.6
|
|
||
Total equity
|
|
7,064.8
|
|
|
7,206.9
|
|
||
Total liabilities and equity
|
|
$
|
17,914.9
|
|
|
$
|
18,173.3
|
|
|
|
|
|
Ingersoll-Rand plc shareholders’ equity
|
|
|
|||||||||||||||||||||||||
In millions, except per share amounts
|
|
Total
equity
|
|
Ordinary shares
|
|
Ordinary shares held in treasury, at cost
|
|
Capital in
excess of
par value
|
|
Retained
earnings
|
|
Accumulated other
comprehensive
income (loss)
|
|
Noncontrolling Interest
|
|||||||||||||||||
|
|
Amount
|
|
Shares
|
|
|
|
|
|
||||||||||||||||||||||
Balance at December 31, 2015
|
|
$
|
5,879.2
|
|
|
$
|
269.0
|
|
|
269.0
|
|
|
$
|
(452.6
|
)
|
|
$
|
223.3
|
|
|
$
|
6,897.9
|
|
|
$
|
(1,120.9
|
)
|
|
$
|
62.5
|
|
Net earnings
|
|
1,492.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,476.2
|
|
|
—
|
|
|
16.5
|
|
|||||||
Other comprehensive income (loss)
|
|
(160.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(169.6
|
)
|
|
9.6
|
|
|||||||
Shares issued under incentive stock plans
|
|
60.4
|
|
|
2.7
|
|
|
2.7
|
|
|
—
|
|
|
57.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of ordinary shares
|
|
(250.1
|
)
|
|
—
|
|
|
—
|
|
|
(250.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
61.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66.0
|
|
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
|||||||
Dividends declared to noncontrolling interest
|
|
(14.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.1
|
)
|
|||||||
Cash dividends declared ($1.36 per share)
|
|
(351.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(351.0
|
)
|
|
—
|
|
|
—
|
|
|||||||
Other
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2016
|
|
$
|
6,718.3
|
|
|
$
|
271.7
|
|
|
271.7
|
|
|
$
|
(702.7
|
)
|
|
$
|
346.5
|
|
|
$
|
8,018.8
|
|
|
$
|
(1,290.5
|
)
|
|
$
|
74.5
|
|
Net earnings
|
|
1,312.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,302.6
|
|
|
—
|
|
|
9.7
|
|
|||||||
Other comprehensive income (loss)
|
|
512.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
511.7
|
|
|
0.5
|
|
|||||||
Shares issued under incentive stock plans
|
|
51.2
|
|
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|
48.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of ordinary shares
|
|
(1,016.9
|
)
|
|
—
|
|
|
—
|
|
|
(1,016.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
67.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.8
|
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|||||||
Dividends declared to noncontrolling interest
|
|
(15.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.8
|
)
|
|||||||
Adoption of ASU 2016-09 (See Note 2)
|
|
15.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.1
|
|
|
—
|
|
|
—
|
|
|||||||
Acquisition/divestiture of noncontrolling interest
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|||||||
Cash dividends declared ($1.70 per share)
|
|
(430.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(430.2
|
)
|
|
—
|
|
|
—
|
|
|||||||
Other
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2017
|
|
$
|
7,206.9
|
|
|
$
|
274.0
|
|
|
274.0
|
|
|
$
|
(1,719.4
|
)
|
|
$
|
461.3
|
|
|
$
|
8,903.2
|
|
|
$
|
(778.8
|
)
|
|
$
|
66.6
|
|
Net earnings
|
|
1,357.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,337.6
|
|
|
—
|
|
|
19.9
|
|
|||||||
Other comprehensive income (loss)
|
|
(188.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185.3
|
)
|
|
(3.0
|
)
|
|||||||
Shares issued under incentive stock plans
|
|
43.1
|
|
|
2.1
|
|
|
2.1
|
|
|
—
|
|
|
41.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of ordinary shares
|
|
(900.2
|
)
|
|
(9.7
|
)
|
|
(9.7
|
)
|
|
—
|
|
|
(581.2
|
)
|
|
(309.3
|
)
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
74.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78.8
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|||||||
Dividends declared to noncontrolling interest
|
|
(41.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41.4
|
)
|
|||||||
Adoption of ASU 2014-09 (See Note 2)
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|||||||
Adoption of ASU 2016-16 (See Note 2)
|
|
(9.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
|
—
|
|
|||||||
Cash dividends declared ($1.96 per share)
|
|
(480.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(480.8
|
)
|
|
—
|
|
|
—
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2018
|
|
$
|
7,064.8
|
|
|
$
|
266.4
|
|
|
266.4
|
|
|
$
|
(1,719.4
|
)
|
|
$
|
—
|
|
|
$
|
9,439.8
|
|
|
$
|
(964.1
|
)
|
|
$
|
42.1
|
|
For the years ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
1,357.5
|
|
|
$
|
1,312.3
|
|
|
$
|
1,492.7
|
|
Discontinued operations, net of tax
|
|
21.5
|
|
|
25.4
|
|
|
(32.9
|
)
|
|||
Adjustments for non-cash transactions:
|
|
|
|
|
|
|
||||||
Asset impairment
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
361.5
|
|
|
353.3
|
|
|
352.2
|
|
|||
Gain on sale of Hussmann equity investment
|
|
—
|
|
|
—
|
|
|
(397.8
|
)
|
|||
Gain on sale of joint venture
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|||
Other non-cash items, net
|
|
(78.5
|
)
|
|
(55.8
|
)
|
|
35.6
|
|
|||
Changes in other assets and liabilities
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
(236.0
|
)
|
|
(156.7
|
)
|
|
(101.3
|
)
|
|||
Inventories
|
|
(169.9
|
)
|
|
(112.4
|
)
|
|
26.8
|
|
|||
Other current and noncurrent assets
|
|
35.3
|
|
|
(206.8
|
)
|
|
(24.5
|
)
|
|||
Accounts payable
|
|
120.7
|
|
|
167.2
|
|
|
103.6
|
|
|||
Other current and noncurrent liabilities
|
|
62.4
|
|
|
228.2
|
|
|
(21.4
|
)
|
|||
Net cash provided by (used in) continuing operating activities
|
|
1,474.5
|
|
|
1,561.6
|
|
|
1,433.0
|
|
|||
Net cash provided by (used in) discontinued operating activities
|
|
(66.7
|
)
|
|
(38.1
|
)
|
|
88.9
|
|
|||
Net cash provided by (used in) operating activities
|
|
1,407.8
|
|
|
1,523.5
|
|
|
1,521.9
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(365.6
|
)
|
|
(221.3
|
)
|
|
(182.7
|
)
|
|||
Acquisitions and equity method investments, net of cash acquired
|
|
(285.2
|
)
|
|
(157.6
|
)
|
|
(9.2
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
|
22.1
|
|
|
1.5
|
|
|
9.5
|
|
|||
Proceeds from sale of Hussmann equity investment
|
|
—
|
|
|
—
|
|
|
422.5
|
|
|||
Other investing activities, net
|
|
(0.7
|
)
|
|
2.7
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
(629.4
|
)
|
|
(374.7
|
)
|
|
240.1
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Short-term borrowings (payments), net
|
|
(6.4
|
)
|
|
(4.0
|
)
|
|
(150.7
|
)
|
|||
Proceeds from long-term debt
|
|
1,147.0
|
|
|
—
|
|
|
—
|
|
|||
Payments of long-term debt
|
|
(1,123.0
|
)
|
|
(7.7
|
)
|
|
—
|
|
|||
Net proceeds (repayments) of debt
|
|
17.6
|
|
|
(11.7
|
)
|
|
(150.7
|
)
|
|||
Debt issuance costs
|
|
(12.0
|
)
|
|
(0.2
|
)
|
|
(2.1
|
)
|
|||
Dividends paid to ordinary shareholders
|
|
(479.5
|
)
|
|
(430.1
|
)
|
|
(348.6
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
(41.4
|
)
|
|
(15.8
|
)
|
|
(14.1
|
)
|
|||
Acquisition of noncontrolling interest
|
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|||
Proceeds from shares issued under incentive plans
|
|
68.9
|
|
|
76.7
|
|
|
62.9
|
|
|||
Repurchase of ordinary shares
|
|
(900.2
|
)
|
|
(1,016.9
|
)
|
|
(250.1
|
)
|
|||
Other financing activities, net
|
|
(32.2
|
)
|
|
(27.7
|
)
|
|
(24.2
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(1,378.8
|
)
|
|
(1,432.5
|
)
|
|
(726.9
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(45.6
|
)
|
|
118.4
|
|
|
(57.2
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(646.0
|
)
|
|
(165.3
|
)
|
|
977.9
|
|
|||
Cash and cash equivalents – beginning of period
|
|
1,549.4
|
|
|
1,714.7
|
|
|
736.8
|
|
|||
Cash and cash equivalents – end of period
|
|
$
|
903.4
|
|
|
$
|
1,549.4
|
|
|
$
|
1,714.7
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
200.6
|
|
|
$
|
210.0
|
|
|
$
|
209.3
|
|
Income taxes, net of refunds
|
|
$
|
375.4
|
|
|
$
|
286.7
|
|
|
$
|
334.3
|
|
Buildings
|
10
|
to
|
50
|
years
|
Machinery and equipment
|
2
|
to
|
12
|
years
|
Software
|
2
|
to
|
7
|
years
|
Customer relationships
|
20
|
years
|
Completed technology/patents
|
10
|
years
|
Other
|
20
|
years
|
In millions
|
|
2018
|
|
2017
|
||||
Raw materials
|
|
$
|
550.5
|
|
|
$
|
502.8
|
|
Work-in-process
|
|
182.0
|
|
|
180.5
|
|
||
Finished goods
|
|
1,028.8
|
|
|
941.0
|
|
||
|
|
1,761.3
|
|
|
1,624.3
|
|
||
LIFO reserve
|
|
(83.5
|
)
|
|
(68.9
|
)
|
||
Total
|
|
$
|
1,677.8
|
|
|
$
|
1,555.4
|
|
In millions
|
|
2018
|
|
2017
|
||||
Land
|
|
$
|
53.2
|
|
|
$
|
52.0
|
|
Buildings
|
|
870.7
|
|
|
770.1
|
|
||
Machinery and equipment
|
|
2,079.9
|
|
|
2,019.5
|
|
||
Software
|
|
831.4
|
|
|
822.7
|
|
||
|
|
3,835.2
|
|
|
3,664.3
|
|
||
Accumulated depreciation
|
|
(2,104.4
|
)
|
|
(2,113.0
|
)
|
||
Total
|
|
$
|
1,730.8
|
|
|
$
|
1,551.3
|
|
In millions
|
|
Climate
|
|
Industrial
|
|
Total
|
||||||
Net balance as of December 31, 2016
|
|
$
|
4,879.1
|
|
|
$
|
779.3
|
|
|
$
|
5,658.4
|
|
Acquisitions
(1)
|
|
26.3
|
|
|
60.5
|
|
|
86.8
|
|
|||
Currency translation
|
|
159.7
|
|
|
30.8
|
|
|
190.5
|
|
|||
Net balance as of December 31, 2017
|
|
5,065.1
|
|
|
870.6
|
|
|
5,935.7
|
|
|||
Acquisitions
(1)
|
|
118.1
|
|
|
1.8
|
|
|
119.9
|
|
|||
Currency translation
|
|
(84.0
|
)
|
|
(12.1
|
)
|
|
(96.1
|
)
|
|||
Net balance as of December 31, 2018
|
|
5,099.2
|
|
|
860.3
|
|
|
5,959.5
|
|
|
|
2018
|
|
2017
|
||||||||||||||||||||
In millions
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||||||||
Completed technologies/patents
|
|
$
|
206.6
|
|
|
$
|
(182.0
|
)
|
|
$
|
24.6
|
|
|
$
|
209.4
|
|
|
$
|
(177.3
|
)
|
|
$
|
32.1
|
|
Customer relationships
|
|
2,086.8
|
|
|
(1,176.3
|
)
|
|
910.5
|
|
|
2,068.9
|
|
|
(1,056.9
|
)
|
|
1,012.0
|
|
||||||
Other
|
|
84.5
|
|
|
(54.4
|
)
|
|
30.1
|
|
|
93.9
|
|
|
(52.7
|
)
|
|
41.2
|
|
||||||
Total finite-lived intangible assets
|
|
$
|
2,377.9
|
|
|
$
|
(1,412.7
|
)
|
|
$
|
965.2
|
|
|
$
|
2,372.2
|
|
|
$
|
(1,286.9
|
)
|
|
$
|
1,085.3
|
|
Trademarks (indefinite-lived)
|
|
2,669.5
|
|
|
—
|
|
|
2,669.5
|
|
|
2,657.6
|
|
|
—
|
|
|
2,657.6
|
|
||||||
Total
|
|
$
|
5,047.4
|
|
|
$
|
(1,412.7
|
)
|
|
$
|
3,634.7
|
|
|
$
|
5,029.8
|
|
|
$
|
(1,286.9
|
)
|
|
$
|
3,742.9
|
|
In millions
|
|
2018
|
|
2017
|
||||
Debentures with put feature
|
|
$
|
343.0
|
|
|
$
|
343.0
|
|
6.875% Senior notes due 2018
(1)
|
|
—
|
|
|
749.6
|
|
||
Other current maturities of long-term debt
|
|
7.6
|
|
|
7.7
|
|
||
Short-term borrowings
|
|
—
|
|
|
6.7
|
|
||
Total
|
|
$
|
350.6
|
|
|
$
|
1,107.0
|
|
In millions
|
|
2018
|
|
2017
|
||||
2.875% Senior notes due 2019
(1)
|
|
$
|
—
|
|
|
$
|
349.4
|
|
2.625% Senior notes due 2020
|
|
299.4
|
|
|
298.9
|
|
||
2.900% Senior notes due 2021
|
|
298.3
|
|
|
—
|
|
||
9.000% Debentures due 2021
|
|
124.9
|
|
|
124.9
|
|
||
4.250% Senior notes due 2023
|
|
697.1
|
|
|
696.5
|
|
||
7.200% Debentures due 2019-2025
|
|
44.8
|
|
|
52.3
|
|
||
3.550% Senior notes due 2024
|
|
495.9
|
|
|
495.2
|
|
||
6.480% Debentures due 2025
|
|
149.7
|
|
|
149.7
|
|
||
3.750% Senior notes due 2028
|
|
544.5
|
|
|
—
|
|
||
5.750% Senior notes due 2043
|
|
494.3
|
|
|
494.0
|
|
||
4.650% Senior notes due 2044
|
|
295.8
|
|
|
295.6
|
|
||
4.300% Senior notes due 2048
|
|
295.9
|
|
|
—
|
|
||
Other loans and notes, at end-of-year average interest rates of 7.0% in 2018 and
5.71% in 2017, maturing in various amounts to 2023
|
|
0.1
|
|
|
0.5
|
|
||
Total
|
|
$
|
3,740.7
|
|
|
$
|
2,957.0
|
|
In millions
|
|
||
2019
|
$
|
350.6
|
|
2020
|
307.0
|
|
|
2021
|
430.7
|
|
|
2022
|
7.5
|
|
|
2023
|
704.6
|
|
|
Thereafter
|
2,290.9
|
|
|
Total
|
$
|
4,091.3
|
|
|
|
Derivative assets
|
|
Derivative liabilities
|
||||||||||||
In millions
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
1.3
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
0.9
|
|
|
7.2
|
|
|
0.6
|
|
|
1.2
|
|
||||
Total derivatives
|
|
$
|
2.2
|
|
|
$
|
7.2
|
|
|
$
|
1.3
|
|
|
$
|
2.5
|
|
|
|
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
|
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||
Currency derivatives designated as hedges
|
|
$
|
1.2
|
|
|
$
|
(1.8
|
)
|
|
$
|
2.2
|
|
|
Cost of goods sold
|
|
$
|
(0.8
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
5.3
|
|
Interest rate swaps & locks
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||||
Total
|
|
$
|
1.2
|
|
|
$
|
(1.8
|
)
|
|
$
|
2.2
|
|
|
|
|
$
|
(0.9
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
4.8
|
|
In millions
|
|
Location of gain (loss) recognized in Net earnings
|
|
Amount of gain (loss) recognized in Net earnings
|
||||||||||
2018
|
|
2017
|
|
2016
|
||||||||||
Currency derivatives
|
|
Other income/(expense), net
|
|
$
|
(29.6
|
)
|
|
$
|
58.0
|
|
|
$
|
(39.2
|
)
|
Total
|
|
|
|
$
|
(29.6
|
)
|
|
$
|
58.0
|
|
|
$
|
(39.2
|
)
|
|
|
Classification and amount of gain (loss) recognized in income on cash flow hedging relationships
|
||||||
|
|
2018
|
||||||
In millions
|
|
Cost of goods sold
|
|
Interest expense
|
||||
Total amounts presented in the Consolidated Statements of Comprehensive Income
|
|
$
|
(10,847.6
|
)
|
|
$
|
(220.7
|
)
|
Gain (loss) on cash flow hedging relationships
|
|
|
|
|
||||
Currency derivatives:
|
|
|
|
|
||||
Amount of gain (loss) reclassified from AOCI and recognized into Net earnings
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
Amount excluded from effectiveness testing recognized in net earnings based on changes in fair value and amortization
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
Interest rate swaps & locks:
|
|
|
|
|
||||
Amount of gain (loss) reclassified from AOCI and recognized into Net earnings
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
•
|
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.
|
In Millions
|
Fair Value
|
|
Fair value measurements
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
In Millions
|
Fair Value
|
|
Fair value measurements
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
In millions
|
|
2018
|
|
2017
|
||||
Change in benefit obligations:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
3,742.2
|
|
|
$
|
3,531.9
|
|
Service cost
|
|
75.0
|
|
|
70.8
|
|
||
Interest cost
|
|
109.7
|
|
|
109.0
|
|
||
Employee contributions
|
|
1.1
|
|
|
1.1
|
|
||
Amendments
|
|
16.1
|
|
|
3.8
|
|
||
Actuarial (gains) losses
|
|
(224.8
|
)
|
|
175.8
|
|
||
Benefits paid
|
|
(218.9
|
)
|
|
(194.8
|
)
|
||
Currency translation
|
|
(34.8
|
)
|
|
69.6
|
|
||
Curtailments, settlements and special termination benefits
|
|
(4.6
|
)
|
|
(13.1
|
)
|
||
Other, including expenses paid
|
|
4.3
|
|
|
(11.9
|
)
|
||
Benefit obligation at end of year
|
|
$
|
3,465.3
|
|
|
$
|
3,742.2
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value at beginning of year
|
|
$
|
3,063.1
|
|
|
$
|
2,797.1
|
|
Actual return on assets
|
|
(125.9
|
)
|
|
326.9
|
|
||
Company contributions
|
|
86.9
|
|
|
101.4
|
|
||
Employee contributions
|
|
1.1
|
|
|
1.1
|
|
||
Benefits paid
|
|
(218.9
|
)
|
|
(194.8
|
)
|
||
Currency translation
|
|
(32.8
|
)
|
|
59.0
|
|
||
Settlements
|
|
(9.8
|
)
|
|
(13.5
|
)
|
||
Other, including expenses paid
|
|
3.2
|
|
|
(14.1
|
)
|
||
Fair value of assets end of year
|
|
$
|
2,766.9
|
|
|
$
|
3,063.1
|
|
Net unfunded liability
|
|
$
|
(698.4
|
)
|
|
$
|
(679.1
|
)
|
Amounts included in the balance sheet:
|
|
|
|
|
||||
Other noncurrent assets
|
|
$
|
49.9
|
|
|
$
|
61.7
|
|
Accrued compensation and benefits
|
|
(25.9
|
)
|
|
(15.3
|
)
|
||
Postemployment and other benefit liabilities
|
|
(722.4
|
)
|
|
(725.5
|
)
|
||
Net amount recognized
|
|
$
|
(698.4
|
)
|
|
$
|
(679.1
|
)
|
In millions
|
|
Prior service benefit (cost)
|
|
Net actuarial gains (losses)
|
|
Total
|
||||||
December 31, 2017
|
|
$
|
(20.2
|
)
|
|
$
|
(833.5
|
)
|
|
$
|
(853.7
|
)
|
Current year changes recorded to AOCI
|
|
(16.0
|
)
|
|
(47.6
|
)
|
|
(63.6
|
)
|
|||
Amortization reclassified to earnings
|
|
4.2
|
|
|
51.3
|
|
|
55.5
|
|
|||
Settlements/curtailments reclassified to earnings
(1)
|
|
0.2
|
|
|
2.3
|
|
|
2.5
|
|
|||
Currency translation and other
|
|
0.6
|
|
|
6.9
|
|
|
7.5
|
|
|||
December 31, 2018
|
|
$
|
(31.2
|
)
|
|
$
|
(820.6
|
)
|
|
$
|
(851.8
|
)
|
|
|
2018
|
|
2017
|
||
Discount rate:
|
|
|
|
|
||
U.S. plans
|
|
4.21
|
%
|
|
3.54
|
%
|
Non-U.S. plans
|
|
2.47
|
%
|
|
2.29
|
%
|
Rate of compensation increase:
|
|
|
|
|
||
U.S. plans
|
|
4.00
|
%
|
|
4.00
|
%
|
Non-U.S. plans
|
|
4.00
|
%
|
|
4.00
|
%
|
In millions
|
|
||
2019
|
$
|
232.2
|
|
2020
|
220.7
|
|
|
2021
|
219.6
|
|
|
2022
|
226.3
|
|
|
2023
|
229.1
|
|
|
2024 — 2028
|
1,125.4
|
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost
|
|
$
|
75.0
|
|
|
$
|
70.8
|
|
|
$
|
72.1
|
|
Interest cost
|
|
109.7
|
|
|
109.0
|
|
|
110.2
|
|
|||
Expected return on plan assets
|
|
(146.6
|
)
|
|
(141.7
|
)
|
|
(146.1
|
)
|
|||
Net amortization of:
|
|
|
|
|
|
|
||||||
Prior service costs (benefits)
|
|
4.2
|
|
|
3.8
|
|
|
4.7
|
|
|||
Plan net actuarial (gains) losses
|
|
51.3
|
|
|
56.8
|
|
|
61.6
|
|
|||
Net periodic pension benefit cost
|
|
93.6
|
|
|
98.7
|
|
|
102.5
|
|
|||
Net curtailment, settlement, and special termination benefits (gains) losses
|
|
2.3
|
|
|
5.6
|
|
|
2.1
|
|
|||
Net periodic pension benefit cost after net curtailment and settlement (gains) losses
|
|
$
|
95.9
|
|
|
$
|
104.3
|
|
|
$
|
104.6
|
|
Amounts recorded in continuing operations:
|
|
|
|
|
|
|
||||||
Operating income
|
|
$
|
72.7
|
|
|
$
|
68.2
|
|
|
$
|
69.3
|
|
Other income/(expense), net
|
|
14.6
|
|
|
25.4
|
|
|
25.5
|
|
|||
Amounts recorded in discontinued operations
|
|
8.6
|
|
|
10.7
|
|
|
9.8
|
|
|||
Total
|
|
$
|
95.9
|
|
|
$
|
104.3
|
|
|
$
|
104.6
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate:
|
|
|
|
|
|
|
|||
U.S. plans
|
|
|
|
|
|
|
|||
Service cost
|
|
3.70
|
%
|
|
4.18
|
%
|
|
4.25
|
%
|
Interest cost
|
|
3.24
|
%
|
|
3.36
|
%
|
|
3.29
|
%
|
Non-U.S. plans
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
2.52
|
%
|
|
2.66
|
%
|
|
3.05
|
%
|
Interest cost
|
|
2.46
|
%
|
|
2.50
|
%
|
|
3.18
|
%
|
Rate of compensation increase:
|
|
|
|
|
|
|
|||
U.S. plans
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Non-U.S. plans
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Expected return on plan assets:
|
|
|
|
|
|
|
|||
U.S. plans
|
|
5.50
|
%
|
|
5.50
|
%
|
|
5.75
|
%
|
Non-U.S. plans
|
|
3.25
|
%
|
|
3.25
|
%
|
|
3.75
|
%
|
|
|
Fair value measurements
|
|
Net asset value
|
|
Total
fair value
|
||||||||||||||
In millions
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
4.0
|
|
|
$
|
26.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30.8
|
|
Equity investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Registered mutual funds – equity specialty
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51.1
|
|
|
51.1
|
|
|||||
Commingled funds – equity specialty
|
|
—
|
|
|
—
|
|
|
—
|
|
|
520.7
|
|
|
520.7
|
|
|||||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
571.8
|
|
|
571.8
|
|
|||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agency obligations
|
|
—
|
|
|
476.2
|
|
|
—
|
|
|
—
|
|
|
476.2
|
|
|||||
Corporate and non-U.S. bonds
(a)
|
|
—
|
|
|
1,225.8
|
|
|
—
|
|
|
—
|
|
|
1,225.8
|
|
|||||
Asset-backed and mortgage-backed securities
|
|
—
|
|
|
67.3
|
|
|
—
|
|
|
—
|
|
|
67.3
|
|
|||||
Registered mutual funds – fixed income specialty
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135.1
|
|
|
135.1
|
|
|||||
Commingled funds – fixed income specialty
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117.7
|
|
|
117.7
|
|
|||||
Other fixed income
(b)
|
|
—
|
|
|
—
|
|
|
24.8
|
|
|
—
|
|
|
24.8
|
|
|||||
|
|
—
|
|
|
1,769.3
|
|
|
24.8
|
|
|
252.8
|
|
|
2,046.9
|
|
|||||
Derivatives
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Real estate
(c)
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|||||
Other
(d)
|
|
—
|
|
|
—
|
|
|
101.6
|
|
|
—
|
|
|
101.6
|
|
|||||
Total assets at fair value
|
|
$
|
4.0
|
|
|
$
|
1,795.7
|
|
|
$
|
130.5
|
|
|
$
|
824.6
|
|
|
$
|
2,754.8
|
|
Receivables and payables, net
|
|
|
|
|
|
|
|
|
|
12.1
|
|
|||||||||
Net assets available for benefits
|
|
|
|
|
|
|
|
|
|
$
|
2,766.9
|
|
|
|
Fair value measurements
|
|
Net asset value
|
|
Total
fair value
|
||||||||||||||
In millions
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||||
Cash and cash equivalents
|
|
$
|
4.8
|
|
|
$
|
35.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40.2
|
|
Equity investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Registered mutual funds – equity specialty
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77.6
|
|
|
77.6
|
|
|||||
Commingled funds – equity specialty
|
|
—
|
|
|
—
|
|
|
—
|
|
|
674.7
|
|
|
674.7
|
|
|||||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
752.3
|
|
|
752.3
|
|
|||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agency obligations
|
|
—
|
|
|
517.5
|
|
|
—
|
|
|
—
|
|
|
517.5
|
|
|||||
Corporate and non-U.S. bonds
(a)
|
|
—
|
|
|
1,336.8
|
|
|
—
|
|
|
—
|
|
|
1,336.8
|
|
|||||
Asset-backed and mortgage-backed securities
|
|
—
|
|
|
69.0
|
|
|
—
|
|
|
—
|
|
|
69.0
|
|
|||||
Registered mutual funds – fixed income specialty
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111.0
|
|
|
111.0
|
|
|||||
Commingled funds – fixed income specialty
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131.8
|
|
|
131.8
|
|
|||||
Other fixed income
(b)
|
|
—
|
|
|
—
|
|
|
26.3
|
|
|
—
|
|
|
26.3
|
|
|||||
|
|
—
|
|
|
1,923.3
|
|
|
26.3
|
|
|
242.8
|
|
|
2,192.4
|
|
|||||
Derivatives
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Real estate
(c)
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
|||||
Other
(d)
|
|
—
|
|
|
—
|
|
|
79.0
|
|
|
—
|
|
|
79.0
|
|
|||||
Total assets at fair value
|
|
$
|
4.8
|
|
|
$
|
1,958.4
|
|
|
$
|
110.2
|
|
|
$
|
995.1
|
|
|
$
|
3,068.5
|
|
Receivables and payables, net
|
|
|
|
|
|
|
|
|
|
(5.4
|
)
|
|||||||||
Net assets available for benefits
|
|
|
|
|
|
|
|
|
|
$
|
3,063.1
|
|
(a)
|
This class includes state and municipal bonds.
|
(b)
|
This class includes group annuity and guaranteed interest contracts.
|
(c)
|
This class includes a private equity fund that invests in real estate.
|
(d)
|
This investment comprises the Company's non-significant, non-US pension plan assets. It primarily includes insurance contracts.
|
1.
|
The Company's contributions to multiemployer plans may be used to provide benefits to all participating employees of the program, including employees of other employers.
|
2.
|
In the event that another participating employer ceases contributions to a plan, the Company may be responsible for any unfunded obligations along with the remaining participating employers.
|
3.
|
If the Company chooses to withdraw from any of the multiemployer plans, the Company may be required to pay a withdrawal liability, based on the underfunded status of the plan.
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Total contributions
|
|
$
|
9.8
|
|
|
$
|
9.0
|
|
|
$
|
7.7
|
|
In millions
|
|
2018
|
|
2017
|
||||
Benefit obligation at beginning of year
|
|
$
|
528.0
|
|
|
$
|
578.6
|
|
Service cost
|
|
2.8
|
|
|
3.1
|
|
||
Interest cost
|
|
14.4
|
|
|
15.7
|
|
||
Plan participants’ contributions
|
|
9.1
|
|
|
9.8
|
|
||
Actuarial (gains) losses
|
|
(60.4
|
)
|
|
(30.2
|
)
|
||
Benefits paid, net of Medicare Part D subsidy
(1)
|
|
(50.2
|
)
|
|
(55.4
|
)
|
||
Special termination benefits recorded in restructuring
|
|
—
|
|
|
5.9
|
|
||
Other
|
|
(1.0
|
)
|
|
0.5
|
|
||
Benefit obligations at end of year
|
|
$
|
442.7
|
|
|
$
|
528.0
|
|
In millions
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accrued compensation and benefits
|
|
$
|
(45.1
|
)
|
|
$
|
(48.5
|
)
|
Postemployment and other benefit liabilities
|
|
(397.6
|
)
|
|
(479.5
|
)
|
||
Total
|
|
$
|
(442.7
|
)
|
|
$
|
(528.0
|
)
|
In millions
|
|
Prior service benefit (cost)
|
|
Net actuarial gains (losses)
|
|
Total
|
||||||
Balance at December 31, 2017
|
|
$
|
4.1
|
|
|
$
|
31.0
|
|
|
$
|
35.1
|
|
Gain (loss) in current period
|
|
—
|
|
|
60.4
|
|
|
60.4
|
|
|||
Amortization reclassified to earnings
|
|
(3.8
|
)
|
|
(1.0
|
)
|
|
(4.8
|
)
|
|||
Balance at December 31, 2018
|
|
$
|
0.3
|
|
|
$
|
90.4
|
|
|
$
|
90.7
|
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost
|
|
$
|
2.8
|
|
|
$
|
3.1
|
|
|
$
|
3.7
|
|
Interest cost
|
|
14.4
|
|
|
15.7
|
|
|
17.5
|
|
|||
Net amortization of:
|
|
|
|
|
|
|
||||||
Prior service costs (benefits)
|
|
(3.8
|
)
|
|
(8.6
|
)
|
|
(8.9
|
)
|
|||
Net actuarial (gains) losses
|
|
(1.0
|
)
|
|
0.1
|
|
|
0.1
|
|
|||
Net periodic postretirement benefit cost
|
|
$
|
12.4
|
|
|
$
|
10.3
|
|
|
$
|
12.4
|
|
Amounts recorded in continuing operations:
|
|
|
|
|
|
|
|
|
|
|||
Operating income
|
|
$
|
2.8
|
|
|
$
|
3.1
|
|
|
$
|
3.7
|
|
Other income/(expense), net
|
|
7.3
|
|
|
5.6
|
|
|
4.6
|
|
|||
Amounts recorded in discontinued operations
|
|
2.3
|
|
|
1.6
|
|
|
4.1
|
|
|||
Total
|
|
$
|
12.4
|
|
|
$
|
10.3
|
|
|
$
|
12.4
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate:
|
|
|
|
|
|
|
|||
Benefit obligations at December 31
|
|
4.05
|
%
|
|
3.38
|
%
|
|
3.73
|
%
|
Net periodic benefit cost
|
|
|
|
|
|
|
|||
Service cost
|
|
3.47
|
%
|
|
3.82
|
%
|
|
3.97
|
%
|
Interest cost
|
|
2.94
|
%
|
|
2.99
|
%
|
|
2.99
|
%
|
Assumed health-care cost trend rates at December 31:
|
|
|
|
|
|
|
|||
Current year medical inflation
|
|
6.45
|
%
|
|
6.85
|
%
|
|
7.25
|
%
|
Ultimate inflation rate
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2023
|
|
|
2023
|
|
|
2023
|
|
In millions
|
|
1%
Increase
|
|
1%
Decrease
|
||||
Effect on total of service and interest cost components of current year benefit cost
|
|
$
|
0.4
|
|
|
$
|
(0.4
|
)
|
Effect on benefit obligation at year-end
|
|
12.2
|
|
|
(11.0
|
)
|
In millions
|
|
||
2019
|
$
|
45.9
|
|
2020
|
45.0
|
|
|
2021
|
43.0
|
|
|
2022
|
40.9
|
|
|
2023
|
38.4
|
|
|
2024 — 2027
|
158.5
|
|
In millions
|
2018
|
||
Climate
|
|
||
United States
|
$
|
8,285.4
|
|
Non-U.S.
|
4,058.4
|
|
|
Total Climate
|
$
|
12,343.8
|
|
Industrial
|
|
||
United States
|
$
|
1,763.6
|
|
Non-U.S.
|
1,560.8
|
|
|
Total Industrial
|
$
|
3,324.4
|
|
In millions
|
2018
|
||
Climate
|
|
||
Equipment
|
$
|
8,425.6
|
|
Services and parts
|
3,918.2
|
|
|
Total Climate
|
$
|
12,343.8
|
|
Industrial
|
|
||
Equipment
|
$
|
2,023.3
|
|
Services and parts
|
1,301.1
|
|
|
Total Industrial
|
$
|
3,324.4
|
|
In millions
|
2018
|
|
2017
|
||||
Contract assets
|
$
|
210.9
|
|
|
$
|
166.0
|
|
Contract liabilities
|
846.2
|
|
|
814.2
|
|
|
Year Ended December 31, 2018
|
||||||||||
In millions
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change Higher/(Lower)
|
||||||
Net revenues
|
$
|
15,668.2
|
|
|
$
|
15,651.0
|
|
|
$
|
17.2
|
|
Cost of goods sold
|
(10,847.6
|
)
|
|
(10,831.7
|
)
|
|
15.9
|
|
|||
Selling and administrative expenses
|
(2,903.2
|
)
|
|
(2,903.2
|
)
|
|
—
|
|
|||
Operating income
|
1,917.4
|
|
|
1,916.1
|
|
|
1.3
|
|
|||
Interest expense
|
(220.7
|
)
|
|
(220.7
|
)
|
|
—
|
|
|||
Other income/(expense), net
|
(36.4
|
)
|
|
(36.4
|
)
|
|
—
|
|
|||
Earnings before income taxes
|
1,660.3
|
|
|
1,659.0
|
|
|
1.3
|
|
|||
Provision for income taxes
|
(281.3
|
)
|
|
(281.0
|
)
|
|
0.3
|
|
|||
Earnings from continuing operations
|
$
|
1,379.0
|
|
|
$
|
1,378.0
|
|
|
$
|
1.0
|
|
|
December 31, 2018
|
||||||||||
In millions
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change Higher/(Lower)
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts and notes receivable, net
|
$
|
2,679.2
|
|
|
$
|
2,681.2
|
|
|
$
|
(2.0
|
)
|
Inventories, net
|
1,677.8
|
|
|
1,693.7
|
|
|
(15.9
|
)
|
|||
Other current assets
|
471.6
|
|
|
454.2
|
|
|
17.4
|
|
|||
Other noncurrent assets
|
857.9
|
|
|
857.9
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Accrued expenses and other current liabilities
|
$
|
1,728.2
|
|
|
$
|
1,729.7
|
|
|
$
|
(1.5
|
)
|
Deferred and noncurrent income taxes
|
538.4
|
|
|
538.4
|
|
|
—
|
|
|||
Other noncurrent liabilities
|
1,062.4
|
|
|
1,062.4
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
||||||
Retained earnings
|
$
|
9,439.8
|
|
|
$
|
9,438.8
|
|
|
$
|
1.0
|
|
In millions
|
Ordinary shares issued
|
|
Ordinary shares held in treasury
|
||
December 31, 2017
|
274.0
|
|
|
24.5
|
|
Shares issued under incentive plans
|
2.1
|
|
|
—
|
|
Repurchase of ordinary shares
|
(9.7
|
)
|
|
—
|
|
December 31, 2018
|
266.4
|
|
|
24.5
|
|
In millions
|
|
Derivative Instruments
|
|
Pension and OPEB Items
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
December 31, 2016
|
|
$
|
2.9
|
|
|
$
|
(554.4
|
)
|
|
$
|
(739.0
|
)
|
|
$
|
(1,290.5
|
)
|
Other comprehensive income (loss) attributable to Ingersoll-Rand plc
|
|
1.8
|
|
|
60.1
|
|
|
449.8
|
|
|
511.7
|
|
||||
December 31, 2017
|
|
$
|
4.7
|
|
|
$
|
(494.3
|
)
|
|
$
|
(289.2
|
)
|
|
$
|
(778.8
|
)
|
Other comprehensive income (loss) attributable to Ingersoll-Rand plc
|
|
2.0
|
|
|
40.3
|
|
|
(227.6
|
)
|
|
(185.3
|
)
|
||||
December 31, 2018
|
|
$
|
6.7
|
|
|
$
|
(454.0
|
)
|
|
$
|
(516.8
|
)
|
|
$
|
(964.1
|
)
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Stock options
|
|
$
|
23.5
|
|
|
$
|
19.5
|
|
|
$
|
18.1
|
|
RSUs
|
|
30.4
|
|
|
26.4
|
|
|
26.3
|
|
|||
PSUs
|
|
23.0
|
|
|
23.0
|
|
|
19.9
|
|
|||
Deferred compensation
|
|
3.4
|
|
|
3.1
|
|
|
3.2
|
|
|||
Other
|
|
0.5
|
|
|
1.6
|
|
|
2.1
|
|
|||
Pre-tax expense
|
|
80.8
|
|
|
73.6
|
|
|
69.6
|
|
|||
Tax benefit
|
|
19.6
|
|
|
28.2
|
|
|
26.6
|
|
|||
After-tax expense
|
|
$
|
61.2
|
|
|
$
|
45.4
|
|
|
$
|
43.0
|
|
Amounts recorded in continuing operations
|
|
$
|
61.2
|
|
|
$
|
45.4
|
|
|
$
|
43.0
|
|
Amounts recorded in discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
61.2
|
|
|
$
|
45.4
|
|
|
$
|
43.0
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Number Granted
|
|
Weighted-average fair value per award
|
|
Number Granted
|
|
Weighted-average fair value per award
|
|
Number Granted
|
|
Weighted-average fair value per award
|
|||||||||
Stock options
|
1,541,025
|
|
|
$
|
15.51
|
|
|
1,518,335
|
|
|
$
|
13.46
|
|
|
1,958,476
|
|
|
$
|
9.42
|
|
RSUs
|
327,411
|
|
|
$
|
90.07
|
|
|
372,443
|
|
|
$
|
81.09
|
|
|
486,401
|
|
|
$
|
51.28
|
|
Performance shares
(1)
|
363,342
|
|
|
$
|
106.31
|
|
|
419,404
|
|
|
$
|
93.68
|
|
|
597.088
|
|
|
$
|
53.82
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Dividend yield
|
|
2.00
|
%
|
|
2.00
|
%
|
|
2.55
|
%
|
Volatility
|
|
21.64
|
%
|
|
22.46
|
%
|
|
28.60
|
%
|
Risk-free rate of return
|
|
2.48
|
%
|
|
1.80
|
%
|
|
1.12
|
%
|
Expected life in years
|
|
4.8
|
|
|
4.8
|
|
|
4.8
|
|
•
|
Volatility
- The expected volatility is based on a weighted average of the Company’s implied volatility and the most recent historical volatility of the Company’s stock commensurate with the expected life.
|
•
|
Risk-free rate of return
-The Company applies a yield curve of continuous risk-free rates based upon the published US Treasury spot rates on the grant date.
|
•
|
Expected life
- The expected life of the Company’s stock option awards represents the weighted-average of the actual period since the grant date for all exercised or canceled options and an expected period for all outstanding options.
|
•
|
Dividend yield
- The Company determines the dividend yield based upon the expected quarterly dividend payments as of the grant date and the current fair market value of the Company’s stock.
|
•
|
Forfeiture Rate
- The Company analyzes historical data of forfeited options to develop a reasonable expectation of the number of options to forfeit prior to vesting per year. This expected forfeiture rate is applied to the Company’s ongoing compensation expense; however, all expense is adjusted to reflect actual vestings and forfeitures.
|
|
|
Shares
subject
to option
|
|
Weighted-
average
exercise price
|
|
Aggregate
intrinsic
value (millions)
|
|
Weighted-
average
remaining life (years)
|
|||||
December 31, 2015
|
|
6,836,029
|
|
|
$
|
43.46
|
|
|
|
|
|
||
Granted
|
|
1,958,476
|
|
|
50.04
|
|
|
|
|
|
|||
Exercised
|
|
(1,854,058
|
)
|
|
33.71
|
|
|
|
|
|
|||
Cancelled
|
|
(93,552
|
)
|
|
56.22
|
|
|
|
|
|
|||
December 31, 2016
|
|
6,846,895
|
|
|
47.81
|
|
|
|
|
|
|||
Granted
|
|
1,518,335
|
|
|
80.27
|
|
|
|
|
|
|||
Exercised
|
|
(1,789,615
|
)
|
|
42.79
|
|
|
|
|
|
|||
Cancelled
|
|
(220,733
|
)
|
|
61.91
|
|
|
|
|
|
|||
December 31, 2017
|
|
6,354,882
|
|
|
56.49
|
|
|
|
|
|
|||
Granted
|
|
1,541,025
|
|
|
89.71
|
|
|
|
|
|
|||
Exercised
|
|
(1,515,955
|
)
|
|
45.44
|
|
|
|
|
|
|||
Cancelled
|
|
(94,601
|
)
|
|
79.53
|
|
|
|
|
|
|||
Outstanding December 31, 2018
|
|
6,285,351
|
|
|
$
|
66.95
|
|
|
$
|
152.8
|
|
|
6.7
|
Exercisable December 31, 2018
|
|
3,262,865
|
|
|
$
|
55.76
|
|
|
$
|
115.7
|
|
|
5.3
|
|
|
|
|
|
|
Options outstanding
|
|
Options exercisable
|
|||||||||||||||||||
Range of
exercise price
|
|
Number
outstanding at
December 31,
2018
|
|
Weighted-
average
remaining
life (years)
|
|
Weighted-
average
exercise
price
|
|
Number
outstanding at
December 31,
2018
|
|
Weighted-
average
remaining
life (years)
|
|
Weighted-
average
exercise
price
|
|||||||||||||||
$
|
10.01
|
|
|
—
|
|
$
|
20.00
|
|
|
34,551
|
|
|
0.1
|
|
$
|
13.49
|
|
|
34,551
|
|
|
0.1
|
|
|
$
|
13.49
|
|
20.01
|
|
|
—
|
|
30.00
|
|
|
78,051
|
|
|
1.7
|
|
24.95
|
|
|
78,051
|
|
|
1.7
|
|
|
24.95
|
|
||||
30.01
|
|
|
—
|
|
40.00
|
|
|
265,557
|
|
|
2.7
|
|
34.41
|
|
|
265,557
|
|
|
2.7
|
|
|
34.41
|
|
||||
40.01
|
|
|
—
|
|
50.00
|
|
|
1,764,942
|
|
|
6.0
|
|
47.97
|
|
|
1,189,081
|
|
|
5.6
|
|
|
46.98
|
|
||||
50.01
|
|
|
—
|
|
60.00
|
|
|
586,455
|
|
|
4.9
|
|
59.57
|
|
|
572,668
|
|
|
4.9
|
|
|
59.69
|
|
||||
60.01
|
|
|
—
|
|
70.00
|
|
|
743,796
|
|
|
5.7
|
|
67.04
|
|
|
743,796
|
|
|
5.7
|
|
|
67.04
|
|
||||
70.01
|
|
|
—
|
|
80.00
|
|
|
14,031
|
|
|
8.0
|
|
75.67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
80.01
|
|
|
—
|
|
90.00
|
|
|
1,440,841
|
|
|
7.8
|
|
80.75
|
|
|
375,001
|
|
|
7.6
|
|
|
80.31
|
|
||||
90.01
|
|
|
—
|
|
100.00
|
|
|
1,340,727
|
|
|
8.9
|
|
90.07
|
|
|
4,160
|
|
|
2.3
|
|
|
90.07
|
|
||||
100.01
|
|
|
—
|
|
110.00
|
|
|
16,400
|
|
|
9.9
|
|
101.21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
$
|
13.49
|
|
|
—
|
|
$
|
101.21
|
|
|
6,285,351
|
|
|
6.7
|
|
$
|
66.95
|
|
|
3,262,865
|
|
|
5.3
|
|
|
$
|
55.76
|
|
|
|
RSUs
|
|
Weighted-
average grant
date fair value
|
|||
Outstanding and unvested at December 31, 2015
|
|
922,611
|
|
|
$
|
58.14
|
|
Granted
|
|
486,401
|
|
|
51.28
|
|
|
Vested
|
|
(545,437
|
)
|
|
53.84
|
|
|
Cancelled
|
|
(27,826
|
)
|
|
58.19
|
|
|
Outstanding and unvested at December 31, 2016
|
|
835,749
|
|
|
$
|
56.95
|
|
Granted
|
|
372,443
|
|
|
81.09
|
|
|
Vested
|
|
(370,397
|
)
|
|
58.56
|
|
|
Cancelled
|
|
(34,096
|
)
|
|
63.79
|
|
|
Outstanding and unvested at December 31, 2017
|
|
803,699
|
|
|
$
|
67.09
|
|
Granted
|
|
327,411
|
|
|
90.07
|
|
|
Vested
|
|
(389,285
|
)
|
|
64.88
|
|
|
Cancelled
|
|
(20,186
|
)
|
|
77.95
|
|
|
Outstanding and unvested at December 31, 2018
|
|
721,639
|
|
|
$
|
78.40
|
|
|
|
PSUs
|
|
Weighted-average grant date fair value
|
|||
Outstanding and unvested at December 31, 2015
|
|
1,448,232
|
|
|
$
|
63.18
|
|
Granted
|
|
597,088
|
|
|
53.82
|
|
|
Vested
|
|
(462,035
|
)
|
|
46.81
|
|
|
Forfeited
|
|
(159,489
|
)
|
|
56.25
|
|
|
Outstanding and unvested at December 31, 2016
|
|
1,423,796
|
|
|
$
|
65.34
|
|
Granted
|
|
419,404
|
|
|
93.68
|
|
|
Vested
|
|
(353,834
|
)
|
|
65.35
|
|
|
Forfeited
|
|
(124,830
|
)
|
|
73.40
|
|
|
Outstanding and unvested at December 31, 2017
|
|
1,364,536
|
|
|
$
|
73.31
|
|
Granted
|
|
363,342
|
|
|
106.31
|
|
|
Vested
|
|
(309,306
|
)
|
|
76.00
|
|
|
Forfeited
|
|
(172,408
|
)
|
|
90.89
|
|
|
Outstanding and unvested at December 31, 2018
|
|
1,246,164
|
|
|
$
|
79.83
|
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Climate
|
|
$
|
34.1
|
|
|
$
|
42.3
|
|
|
$
|
6.2
|
|
Industrial
|
|
49.9
|
|
|
14.5
|
|
|
20.5
|
|
|||
Corporate and Other
|
|
9.4
|
|
|
4.9
|
|
|
8.8
|
|
|||
Total
|
|
$
|
93.4
|
|
|
$
|
61.7
|
|
|
$
|
35.5
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
$
|
72.3
|
|
|
$
|
46.8
|
|
|
$
|
9.8
|
|
Selling and administrative expenses
|
|
21.1
|
|
|
14.9
|
|
|
25.7
|
|
|||
Total
|
|
$
|
93.4
|
|
|
$
|
61.7
|
|
|
$
|
35.5
|
|
In millions
|
|
Climate
|
|
Industrial
|
|
Corporate
and Other
|
|
Total
|
||||||||
December 31, 2016
|
|
$
|
3.4
|
|
|
$
|
4.3
|
|
|
$
|
0.6
|
|
|
$
|
8.3
|
|
Additions, net of reversals
(1)
|
|
25.6
|
|
|
14.5
|
|
|
4.9
|
|
|
45.0
|
|
||||
Cash paid/Other
|
|
(21.6
|
)
|
|
(12.7
|
)
|
|
(3.0
|
)
|
|
(37.3
|
)
|
||||
December 31, 2017
|
|
7.4
|
|
|
6.1
|
|
|
2.5
|
|
|
16.0
|
|
||||
Additions, net of reversals
(2)
|
|
16.3
|
|
|
49.9
|
|
|
9.4
|
|
|
75.6
|
|
||||
Cash paid/Other
|
|
(4.8
|
)
|
|
(26.1
|
)
|
|
(9.3
|
)
|
|
(40.2
|
)
|
||||
December 31, 2018
|
|
$
|
18.9
|
|
|
$
|
29.9
|
|
|
$
|
2.6
|
|
|
$
|
51.4
|
|
•
|
the plan to close a Non-U.S. manufacturing facility within the Industrial segment and relocate production to other U.S. and Non-U.S. facilities; and
|
•
|
the plan to close two U.S. manufacturing facilities within the Climate segment and relocate production to another existing U.S. facility.
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income
|
|
$
|
6.4
|
|
|
$
|
9.4
|
|
|
$
|
8.0
|
|
Exchange gain (loss)
|
|
(17.6
|
)
|
|
(8.8
|
)
|
|
(2.0
|
)
|
|||
Other components of net periodic benefit cost
|
|
(21.9
|
)
|
|
(31.0
|
)
|
|
(30.1
|
)
|
|||
Income (loss) from equity investment
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||
Gain on sale of Hussmann equity investment
|
|
—
|
|
|
—
|
|
|
397.8
|
|
|||
Other activity, net
|
|
(3.3
|
)
|
|
(1.2
|
)
|
|
(13.3
|
)
|
|||
Other income/(expense), net
|
|
$
|
(36.4
|
)
|
|
$
|
(31.6
|
)
|
|
$
|
359.6
|
|
In millions
|
2017
Provisional Amounts Reported |
|
2018
Measurement Period Adjustments
|
|
Final Tax
Effects of
the Act
|
||||||
Remeasurement of deferred tax balances
|
$
|
(300.6
|
)
|
|
$
|
4.8
|
|
|
$
|
(295.8
|
)
|
Transition tax
|
160.7
|
|
|
24.6
|
|
|
185.3
|
|
|||
Change in permanent reinvestment assertion
|
118.9
|
|
|
(38.4
|
)
|
|
80.5
|
|
|||
Income tax benefit, net
|
$
|
(21.0
|
)
|
|
$
|
(9.0
|
)
|
|
$
|
(30.0
|
)
|
In millions
|
2018
|
|
2017
|
|
2016
|
||||||
United States
(1)
|
$
|
971.6
|
|
|
$
|
(17.6
|
)
|
|
$
|
419.8
|
|
Non-U.S.
|
688.7
|
|
|
1,435.5
|
|
|
1,321.5
|
|
|||
Total
|
$
|
1,660.3
|
|
|
$
|
1,417.9
|
|
|
$
|
1,741.3
|
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
231.9
|
|
|
$
|
102.2
|
|
|
$
|
179.6
|
|
Non-U.S.
|
|
193.2
|
|
|
95.4
|
|
|
135.7
|
|
|||
Total:
|
|
425.1
|
|
|
197.6
|
|
|
315.3
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
(83.2
|
)
|
|
(234.7
|
)
|
|
(6.7
|
)
|
|||
Non-U.S.
|
|
(60.6
|
)
|
|
117.3
|
|
|
(27.1
|
)
|
|||
Total:
|
|
(143.8
|
)
|
|
(117.4
|
)
|
|
(33.8
|
)
|
|||
Total tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
148.7
|
|
|
(132.5
|
)
|
|
172.9
|
|
|||
Non-U.S.
|
|
132.6
|
|
|
212.7
|
|
|
108.6
|
|
|||
Total
|
|
$
|
281.3
|
|
|
$
|
80.2
|
|
|
$
|
281.5
|
|
|
|
Percent of pretax income
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Statutory U.S. rate
|
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in rates resulting from:
|
|
|
|
|
|
|
|||
Non-U.S. tax rate differential
(a)
|
|
(1.8
|
)
|
|
(28.8
|
)
|
|
(14.7
|
)
|
Tax on U.S. subsidiaries on non-U.S. earnings
(d)
|
|
0.7
|
|
|
0.8
|
|
|
0.9
|
|
State and local income taxes
(b)
|
|
0.1
|
|
|
1.2
|
|
|
1.4
|
|
Valuation allowances
(c)
|
|
0.7
|
|
|
2.8
|
|
|
0.1
|
|
Change in permanent reinvestment assertion
(d), (f)
|
|
(2.3
|
)
|
|
8.4
|
|
|
—
|
|
Transition tax
(f)
|
|
1.5
|
|
|
11.3
|
|
|
—
|
|
Remeasurement of deferred tax balances
(f)
|
|
0.3
|
|
|
(21.2
|
)
|
|
—
|
|
Stock based compensation
|
|
(0.9
|
)
|
|
(1.7
|
)
|
|
—
|
|
Foreign derived intangible income
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
Reserves for uncertain tax positions
|
|
(0.8
|
)
|
|
(0.9
|
)
|
|
0.1
|
|
Hussmann gain
(e)
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
Provision to return and other true-up adjustments
|
|
(0.7
|
)
|
|
(1.7
|
)
|
|
(0.6
|
)
|
Other adjustments
|
|
0.2
|
|
|
0.5
|
|
|
(0.3
|
)
|
Effective tax rate
|
|
16.9
|
%
|
|
5.7
|
%
|
|
16.2
|
%
|
(a)
|
Amount reported in 2017 includes the impact of a premium paid of approximately $520 million related to the early retirement of certain intercompany debt obligations
|
(b)
|
Net of changes in state valuation allowances
|
(c)
|
Primarily federal and non-U.S., excludes state valuation allowances
|
(d)
|
Net of foreign tax credits
|
(e)
|
Gain from sale of Hussmann equity investment
|
(f)
|
Provisional amounts reported under SAB 118 were finalized in 2018
|
In millions
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Inventory and accounts receivable
|
|
$
|
20.3
|
|
|
$
|
17.4
|
|
Fixed assets and intangibles
|
|
39.2
|
|
|
10.4
|
|
||
Postemployment and other benefit liabilities
|
|
386.1
|
|
|
396.5
|
|
||
Product liability
|
|
95.1
|
|
|
95.4
|
|
||
Other reserves and accruals
|
|
153.9
|
|
|
134.8
|
|
||
Net operating losses and credit carryforwards
|
|
589.9
|
|
|
589.0
|
|
||
Other
|
|
28.6
|
|
|
22.7
|
|
||
Gross deferred tax assets
|
|
1,313.1
|
|
|
1,266.2
|
|
||
Less: deferred tax valuation allowances
|
|
(332.2
|
)
|
|
(344.6
|
)
|
||
Deferred tax assets net of valuation allowances
|
|
$
|
980.9
|
|
|
$
|
921.6
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Inventory and accounts receivable
|
|
$
|
(18.6
|
)
|
|
$
|
(24.1
|
)
|
Fixed assets and intangibles
|
|
(1,220.9
|
)
|
|
(1,237.4
|
)
|
||
Postemployment and other benefit liabilities
|
|
(9.7
|
)
|
|
(9.6
|
)
|
||
Other reserves and accruals
|
|
(11.8
|
)
|
|
(1.5
|
)
|
||
Product liability
|
|
(1.2
|
)
|
|
(1.4
|
)
|
||
Undistributed earnings of foreign subsidiaries
|
|
(39.5
|
)
|
|
(137.7
|
)
|
||
Other
|
|
(10.6
|
)
|
|
(11.1
|
)
|
||
Gross deferred tax liabilities
|
|
(1,312.3
|
)
|
|
(1,422.8
|
)
|
||
Net deferred tax assets (liabilities)
|
|
$
|
(331.4
|
)
|
|
$
|
(501.2
|
)
|
In millions
|
|
Amount
|
|
Expiration
Period
|
||
U.S. Federal net operating loss carryforwards
|
|
$
|
680.2
|
|
|
2020-2036
|
U.S. Federal credit carryforwards
|
|
127.9
|
|
|
2022-Unlimited
|
|
U.S. State net operating loss carryforwards
|
|
3,317.0
|
|
|
2019-Unlimited
|
|
U.S. State credit carryforwards
|
|
30.4
|
|
|
2019-Unlimited
|
|
Non-U.S. net operating loss carryforwards
|
|
752.9
|
|
|
2019-Unlimited
|
|
Non-U.S. credit carryforwards
|
|
7.1
|
|
|
Unlimited
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
344.6
|
|
|
$
|
184.5
|
|
|
$
|
213.1
|
|
Increase to valuation allowance
|
|
54.9
|
|
|
176.5
|
|
|
19.4
|
|
|||
Decrease to valuation allowance
|
|
(55.1
|
)
|
|
(19.1
|
)
|
|
(43.5
|
)
|
|||
Write off against valuation allowance
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|||
Accumulated other comprehensive income (loss)
|
|
(7.6
|
)
|
|
2.7
|
|
|
(4.5
|
)
|
|||
Ending balance
|
|
$
|
332.2
|
|
|
$
|
344.6
|
|
|
$
|
184.5
|
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
120.5
|
|
|
$
|
107.1
|
|
|
$
|
174.9
|
|
Additions based on tax positions related to the current year
|
|
3.4
|
|
|
6.2
|
|
|
5.9
|
|
|||
Additions based on tax positions related to prior years
|
|
23.5
|
|
|
16.8
|
|
|
29.1
|
|
|||
Reductions based on tax positions related to prior years
|
|
(47.2
|
)
|
|
(8.6
|
)
|
|
(37.6
|
)
|
|||
Reductions related to settlements with tax authorities
|
|
(14.2
|
)
|
|
(4.8
|
)
|
|
(60.9
|
)
|
|||
Reductions related to lapses of statute of limitations
|
|
(0.9
|
)
|
|
(1.3
|
)
|
|
(2.8
|
)
|
|||
Translation (gain) loss
|
|
(2.1
|
)
|
|
5.1
|
|
|
(1.5
|
)
|
|||
Ending balance
|
|
$
|
83.0
|
|
|
$
|
120.5
|
|
|
$
|
107.1
|
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Pre-tax earnings (loss) from discontinued operations
|
|
$
|
(85.5
|
)
|
|
$
|
(34.0
|
)
|
|
$
|
28.1
|
|
Tax benefit (expense)
|
|
64.0
|
|
|
8.6
|
|
|
4.8
|
|
|||
Discontinued operations, net of tax
|
|
$
|
(21.5
|
)
|
|
$
|
(25.4
|
)
|
|
$
|
32.9
|
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
|||
Weighted-average number of basic shares outstanding
|
|
247.2
|
|
|
254.9
|
|
|
259.2
|
|
Shares issuable under incentive stock plans
|
|
2.9
|
|
|
3.2
|
|
|
2.5
|
|
Weighted-average number of diluted shares outstanding
|
|
250.1
|
|
|
258.1
|
|
|
261.7
|
|
Anti-dilutive shares
|
|
1.5
|
|
|
1.6
|
|
|
1.2
|
|
Dollar amounts in millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Climate
|
|
|
|
|
|
|
||||||
Net revenues
|
|
$
|
12,343.8
|
|
|
$
|
11,167.5
|
|
|
$
|
10,545.0
|
|
Segment operating income
|
|
1,766.2
|
|
|
1,572.7
|
|
|
1,537.5
|
|
|||
Segment operating income as a percentage of revenues
|
|
14.3
|
%
|
|
14.1
|
%
|
|
14.6
|
%
|
|||
Depreciation and amortization
|
|
252.0
|
|
|
247.6
|
|
|
225.2
|
|
|||
Capital expenditures
|
|
217.3
|
|
|
103.8
|
|
|
78.2
|
|
|||
Industrial
|
|
|
|
|
|
|
||||||
Net revenues
|
|
3,324.4
|
|
|
3,030.1
|
|
|
2,963.9
|
|
|||
Segment operating income
|
|
405.3
|
|
|
357.6
|
|
|
300.3
|
|
|||
Segment operating income as a percentage of revenues
|
|
12.2
|
%
|
|
11.8
|
%
|
|
10.1
|
%
|
|||
Depreciation and amortization
|
|
79.2
|
|
|
77.3
|
|
|
67.2
|
|
|||
Capital expenditures
|
|
80.9
|
|
|
57.4
|
|
|
36.3
|
|
|||
|
|
|
|
|
|
|
||||||
Total net revenues
|
|
$
|
15,668.2
|
|
|
$
|
14,197.6
|
|
|
$
|
13,508.9
|
|
|
|
|
|
|
|
|
||||||
Reconciliation to Operating Income
|
|
|
|
|
|
|
||||||
Segment operating income from reportable segments
|
|
2,171.5
|
|
|
1,930.3
|
|
|
1,837.8
|
|
|||
Unallocated corporate expense
|
|
(254.1
|
)
|
|
(265.0
|
)
|
|
(234.6
|
)
|
|||
Total operating income
|
|
$
|
1,917.4
|
|
|
$
|
1,665.3
|
|
|
$
|
1,603.2
|
|
Total operating income as a percentage of revenues
|
|
12.2
|
%
|
|
11.7
|
%
|
|
11.9
|
%
|
|||
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Depreciation and amortization from reportable segments
|
|
331.2
|
|
|
324.9
|
|
|
292.4
|
|
|||
Unallocated depreciation and amortization
|
|
30.3
|
|
|
28.4
|
|
|
59.8
|
|
|||
Total depreciation and amortization
|
|
$
|
361.5
|
|
|
$
|
353.3
|
|
|
$
|
352.2
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Capital expenditures from reportable segments
|
|
298.2
|
|
|
161.2
|
|
|
114.5
|
|
|||
Corporate capital expenditures
|
|
67.4
|
|
|
60.1
|
|
|
68.2
|
|
|||
Total capital expenditures
|
|
$
|
365.6
|
|
|
$
|
221.3
|
|
|
$
|
182.7
|
|
In millions
|
|
2018
|
|
2017
(1)
|
||||
United States
|
|
$
|
1,914.7
|
|
|
$
|
1,878.1
|
|
Non-U.S.
|
|
781.3
|
|
|
758.5
|
|
||
Total
|
|
$
|
2,696.0
|
|
|
$
|
2,636.6
|
|
•
|
the outside expert’s interpretation of a widely accepted forecast of the population likely to have been occupationally exposed to asbestos;
|
•
|
epidemiological studies estimating the number of people likely to develop asbestos-related diseases such as mesothelioma and lung cancer;
|
•
|
the Company’s historical experience with the filing of non-malignancy claims and claims alleging other types of malignant diseases filed against the Company relative to the number of lung cancer claims filed against the Company;
|
•
|
the outside expert’s analysis of the number of people likely to file an asbestos-related personal injury claim against the Company based on such epidemiological and historical data and the Company’s claims history;
|
•
|
an analysis of the Company’s pending cases, by type of disease claimed and by year filed;
|
•
|
an analysis of the Company’s history to determine the average settlement and resolution value of claims, by type of disease claimed;
|
•
|
an adjustment for inflation in the future average settlement value of claims, at a
2.5%
annual inflation rate, adjusted downward to
1.0%
to take account of the declining value of claims resulting from the aging of the claimant population; and
|
•
|
an analysis of the period over which the Company has and is likely to resolve asbestos-related claims against it in the future (currently projected through 2053).
|
In millions
|
December 31,
2018 |
|
December 31,
2017 |
||||
Accrued expenses and other current liabilities
|
$
|
63.3
|
|
|
$
|
48.2
|
|
Other noncurrent liabilities
|
548.3
|
|
|
556.6
|
|
||
Total asbestos-related liabilities
|
$
|
611.6
|
|
|
$
|
604.8
|
|
|
|
|
|
||||
Other current assets
|
$
|
69.2
|
|
|
$
|
56.1
|
|
Other noncurrent assets
|
199.0
|
|
|
210.3
|
|
||
Total asset for probable asbestos-related insurance recoveries
|
$
|
268.2
|
|
|
$
|
266.4
|
|
In millions
|
|
2018
|
|
2017
|
|
2016
|
||||||
Continuing operations
|
|
$
|
(10.4
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
2.7
|
|
Discontinued operations
|
|
(56.5
|
)
|
|
(11.9
|
)
|
|
46.3
|
|
|||
Total
|
|
$
|
(66.9
|
)
|
|
$
|
(15.0
|
)
|
|
$
|
49.0
|
|
•
|
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 settlement discussed above;
|
•
|
the Company's confidence in its right to recovery under the terms of its policies and pursuant to applicable law; and
|
•
|
the Company's history of receiving payments under the Ingersoll-Rand Company insurance program, including under policies that had been the subject of prior litigation.
|
In millions
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
270.5
|
|
|
$
|
261.6
|
|
Reductions for payments
|
(159.0
|
)
|
|
(140.5
|
)
|
||
Accruals for warranties issued during the current period
|
158.2
|
|
|
141.9
|
|
||
Changes to accruals related to preexisting warranties
|
11.5
|
|
|
2.2
|
|
||
Translation
|
(2.3
|
)
|
|
5.3
|
|
||
Balance at end of period
|
$
|
278.9
|
|
|
$
|
270.5
|
|
In millions
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
293.0
|
|
|
$
|
295.9
|
|
Amortization of deferred revenue for the period
|
(115.0
|
)
|
|
(107.2
|
)
|
||
Additions for extended warranties issued during the period
|
116.1
|
|
|
100.8
|
|
||
Changes to accruals related to preexisting warranties
|
(0.5
|
)
|
|
1.3
|
|
||
Translation
|
(1.4
|
)
|
|
2.2
|
|
||
Balance at end of period
|
$
|
292.2
|
|
|
$
|
293.0
|
|
Parent, issuer or guarantors
|
Notes issued
|
Notes guaranteed
(1)
|
Ingersoll-Rand plc (Plc)
|
None
|
All registered notes and debentures
|
Ingersoll-Rand Irish Holdings Unlimited Company (Irish Holdings)
|
None
|
All notes issued by Global Holding and Lux Finance
|
Ingersoll-Rand Lux International Holding Company S.a.r.l. (Lux International)
|
None
|
All notes issued by Global Holding and Lux Finance
|
Ingersoll-Rand Global Holding Company Limited (Global Holding)
|
2.900% Senior notes due 2021
4.250% Senior notes due 2023
3.750% Senior notes due 2028
5.750% Senior notes due 2043
4.300% Senior notes due 2048
|
All notes issued by Lux Finance
|
Ingersoll-Rand Company (New Jersey)
|
9.000% Debentures due 2021
7.200% Debentures due 2019-2025
6.480% Debentures due 2025
Puttable debentures due 2027-2028
|
All notes issued by Global Holding and Lux Finance
|
Ingersoll-Rand Luxembourg Finance S.A. (Lux Finance)
|
2.625% Notes due 2020
3.550% Notes due 2024
4.650% Notes due 2044
|
All notes and debentures issued by Global Holding and New Jersey
|
In millions
|
Plc
|
|
Irish Holdings
|
|
Lux International
|
|
Global
Holding |
|
New
Jersey |
|
Lux
Finance |
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated |
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,414.5
|
|
|
$
|
—
|
|
|
$
|
14,658.2
|
|
|
$
|
(404.5
|
)
|
|
$
|
15,668.2
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,044.0
|
)
|
|
—
|
|
|
(10,208.1
|
)
|
|
404.5
|
|
|
(10,847.6
|
)
|
|||||||||
Selling and administrative expenses
|
(39.5
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(391.5
|
)
|
|
(0.3
|
)
|
|
(2,471.2
|
)
|
|
—
|
|
|
(2,903.2
|
)
|
|||||||||
Operating income (loss)
|
(39.5
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(21.0
|
)
|
|
(0.3
|
)
|
|
1,978.9
|
|
|
—
|
|
|
1,917.4
|
|
|||||||||
Equity earnings (loss) in subsidiaries, net of tax
|
1,460.8
|
|
|
1,458.6
|
|
|
1,183.7
|
|
|
1,190.7
|
|
|
1,074.3
|
|
|
195.6
|
|
|
—
|
|
|
(6,563.7
|
)
|
|
—
|
|
|||||||||
Interest expense
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(130.3
|
)
|
|
(46.8
|
)
|
|
(43.0
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(220.7
|
)
|
|||||||||
Intercompany interest and fees
|
(92.7
|
)
|
|
—
|
|
|
41.1
|
|
|
(196.5
|
)
|
|
122.8
|
|
|
(11.2
|
)
|
|
136.5
|
|
|
—
|
|
|
—
|
|
|||||||||
Other income/(expense), net
|
—
|
|
|
—
|
|
|
(48.8
|
)
|
|
0.7
|
|
|
(17.3
|
)
|
|
0.1
|
|
|
28.9
|
|
|
—
|
|
|
(36.4
|
)
|
|||||||||
Earnings (loss) before income taxes
|
1,328.6
|
|
|
1,458.6
|
|
|
1,176.0
|
|
|
864.3
|
|
|
1,112.0
|
|
|
141.2
|
|
|
2,143.3
|
|
|
(6,563.7
|
)
|
|
1,660.3
|
|
|||||||||
Benefit (provision) for income taxes
|
9.0
|
|
|
—
|
|
|
—
|
|
|
86.2
|
|
|
98.5
|
|
|
—
|
|
|
(475.0
|
)
|
|
—
|
|
|
(281.3
|
)
|
|||||||||
Earnings (loss) from continuing operations
|
1,337.6
|
|
|
1,458.6
|
|
|
1,176.0
|
|
|
950.5
|
|
|
1,210.5
|
|
|
141.2
|
|
|
1,668.3
|
|
|
(6,563.7
|
)
|
|
1,379.0
|
|
|||||||||
Gain (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.1
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(21.5
|
)
|
|||||||||
Net earnings (loss)
|
1,337.6
|
|
|
1,458.6
|
|
|
1,176.0
|
|
|
950.5
|
|
|
1,190.4
|
|
|
141.2
|
|
|
1,666.9
|
|
|
(6,563.7
|
)
|
|
1,357.5
|
|
|||||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.9
|
)
|
|
—
|
|
|
(19.9
|
)
|
|||||||||
Net earnings attributable to Ingersoll-Rand plc
|
$
|
1,337.6
|
|
|
$
|
1,458.6
|
|
|
$
|
1,176.0
|
|
|
$
|
950.5
|
|
|
$
|
1,190.4
|
|
|
$
|
141.2
|
|
|
$
|
1,647.0
|
|
|
$
|
(6,563.7
|
)
|
|
$
|
1,337.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive income (loss), net of tax
|
(185.3
|
)
|
|
(184.7
|
)
|
|
(173.7
|
)
|
|
(85.7
|
)
|
|
(85.7
|
)
|
|
(83.5
|
)
|
|
(256.2
|
)
|
|
869.5
|
|
|
(185.3
|
)
|
|||||||||
Comprehensive income attributable to Ingersoll-Rand plc
|
$
|
1,152.3
|
|
|
$
|
1,273.9
|
|
|
$
|
1,002.3
|
|
|
$
|
864.8
|
|
|
$
|
1,104.7
|
|
|
$
|
57.7
|
|
|
$
|
1,390.8
|
|
|
$
|
(5,694.2
|
)
|
|
$
|
1,152.3
|
|
In millions
|
Plc
|
|
Irish Holdings
|
|
Lux International
|
|
Global
Holding |
|
New
Jersey |
|
Lux
Finance |
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated |
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,336.6
|
|
|
$
|
—
|
|
|
$
|
13,216.7
|
|
|
$
|
(355.7
|
)
|
|
$
|
14,197.6
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(957.9
|
)
|
|
—
|
|
|
(9,209.4
|
)
|
|
355.7
|
|
|
(9,811.6
|
)
|
|||||||||
Selling and administrative expenses
|
(15.6
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(1.2
|
)
|
|
(401.7
|
)
|
|
(0.2
|
)
|
|
(2,301.9
|
)
|
|
—
|
|
|
(2,720.7
|
)
|
|||||||||
Operating income (loss)
|
(15.6
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(1.2
|
)
|
|
(23.0
|
)
|
|
(0.2
|
)
|
|
1,705.4
|
|
|
—
|
|
|
1,665.3
|
|
|||||||||
Equity earnings (loss) in subsidiaries, net of tax
|
1,349.2
|
|
|
1,334.7
|
|
|
982.3
|
|
|
565.3
|
|
|
1,212.5
|
|
|
107.9
|
|
|
—
|
|
|
(5,551.9
|
)
|
|
—
|
|
|||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(127.0
|
)
|
|
(47.2
|
)
|
|
(41.0
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(215.8
|
)
|
|||||||||
Intercompany interest and fees
|
(33.1
|
)
|
|
—
|
|
|
253.0
|
|
|
(493.9
|
)
|
|
(500.9
|
)
|
|
(8.2
|
)
|
|
783.1
|
|
|
—
|
|
|
—
|
|
|||||||||
Other income/(expense), net
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
(25.9
|
)
|
|
—
|
|
|
(31.6
|
)
|
|||||||||
Earnings (loss) before income taxes
|
1,300.5
|
|
|
1,334.7
|
|
|
1,235.3
|
|
|
(56.8
|
)
|
|
635.6
|
|
|
58.5
|
|
|
2,462.0
|
|
|
(5,551.9
|
)
|
|
1,417.9
|
|
|||||||||
Benefit (provision) for income taxes
|
2.1
|
|
|
—
|
|
|
—
|
|
|
247.2
|
|
|
(42.4
|
)
|
|
—
|
|
|
(287.1
|
)
|
|
—
|
|
|
(80.2
|
)
|
|||||||||
Earnings (loss) from continuing operations
|
1,302.6
|
|
|
1,334.7
|
|
|
1,235.3
|
|
|
190.4
|
|
|
593.2
|
|
|
58.5
|
|
|
2,174.9
|
|
|
(5,551.9
|
)
|
|
1,337.7
|
|
|||||||||
Gain (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.9
|
)
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
(25.4
|
)
|
|||||||||
Net earnings (loss)
|
1,302.6
|
|
|
1,334.7
|
|
|
1,235.3
|
|
|
190.4
|
|
|
565.3
|
|
|
58.5
|
|
|
2,177.4
|
|
|
(5,551.9
|
)
|
|
1,312.3
|
|
|||||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.7
|
)
|
|
—
|
|
|
(9.7
|
)
|
|||||||||
Net earnings attributable to Ingersoll-Rand plc
|
$
|
1,302.6
|
|
|
$
|
1,334.7
|
|
|
$
|
1,235.3
|
|
|
$
|
190.4
|
|
|
$
|
565.3
|
|
|
$
|
58.5
|
|
|
$
|
2,167.7
|
|
|
$
|
(5,551.9
|
)
|
|
$
|
1,302.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive income (loss), net of tax
|
511.7
|
|
|
510.3
|
|
|
472.5
|
|
|
369.3
|
|
|
368.8
|
|
|
102.1
|
|
|
499.0
|
|
|
(2,322.0
|
)
|
|
511.7
|
|
|||||||||
Comprehensive income attributable to Ingersoll-Rand plc
|
$
|
1,814.3
|
|
|
$
|
1,845.0
|
|
|
$
|
1,707.8
|
|
|
$
|
559.7
|
|
|
$
|
934.1
|
|
|
$
|
160.6
|
|
|
$
|
2,666.7
|
|
|
$
|
(7,873.9
|
)
|
|
$
|
1,814.3
|
|
In millions
|
Plc
|
|
Irish Holdings
|
|
Lux International
|
|
Global
Holding |
|
New
Jersey |
|
Lux
Finance |
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated |
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,327.2
|
|
|
$
|
—
|
|
|
$
|
12,533.9
|
|
|
$
|
(352.2
|
)
|
|
$
|
13,508.9
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(982.2
|
)
|
|
—
|
|
|
(8,677.9
|
)
|
|
352.2
|
|
|
(9,307.9
|
)
|
|||||||||
Selling and administrative expenses
|
(16.9
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(352.5
|
)
|
|
(0.5
|
)
|
|
(2,227.6
|
)
|
|
—
|
|
|
(2,597.8
|
)
|
|||||||||
Operating income (loss)
|
(16.9
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(7.5
|
)
|
|
(0.5
|
)
|
|
1,628.4
|
|
|
—
|
|
|
1,603.2
|
|
|||||||||
Equity earnings (loss) in subsidiaries, net of tax
|
1,559.7
|
|
|
1,544.0
|
|
|
1,463.4
|
|
|
609.4
|
|
|
808.7
|
|
|
1,521.1
|
|
|
—
|
|
|
(7,506.3
|
)
|
|
—
|
|
|||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(127.0
|
)
|
|
(47.9
|
)
|
|
(42.6
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
(221.5
|
)
|
|||||||||
Intercompany interest and fees
|
(69.2
|
)
|
|
—
|
|
|
(46.4
|
)
|
|
(164.5
|
)
|
|
(277.2
|
)
|
|
(6.8
|
)
|
|
564.1
|
|
|
—
|
|
|
—
|
|
|||||||||
Other income/(expense), net
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.8
|
)
|
|
—
|
|
|
372.5
|
|
|
—
|
|
|
359.6
|
|
|||||||||
Earnings (loss) before income taxes
|
1,474.5
|
|
|
1,544.0
|
|
|
1,416.8
|
|
|
317.8
|
|
|
462.3
|
|
|
1,471.2
|
|
|
2,561.0
|
|
|
(7,506.3
|
)
|
|
1,741.3
|
|
|||||||||
Benefit (provision) for income taxes
|
1.7
|
|
|
—
|
|
|
3.0
|
|
|
115.6
|
|
|
117.3
|
|
|
—
|
|
|
(519.1
|
)
|
|
—
|
|
|
(281.5
|
)
|
|||||||||
Earnings (loss) from continuing operations
|
1,476.2
|
|
|
1,544.0
|
|
|
1,419.8
|
|
|
433.4
|
|
|
579.6
|
|
|
1,471.2
|
|
|
2,041.9
|
|
|
(7,506.3
|
)
|
|
1,459.8
|
|
|||||||||
Gain (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.4
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
32.9
|
|
|||||||||
Net earnings (loss)
|
1,476.2
|
|
|
1,544.0
|
|
|
1,419.8
|
|
|
433.4
|
|
|
610.0
|
|
|
1,471.2
|
|
|
2,044.4
|
|
|
(7,506.3
|
)
|
|
1,492.7
|
|
|||||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.5
|
)
|
|
—
|
|
|
(16.5
|
)
|
|||||||||
Net earnings attributable to Ingersoll-Rand plc
|
$
|
1,476.2
|
|
|
$
|
1,544.0
|
|
|
$
|
1,419.8
|
|
|
$
|
433.4
|
|
|
$
|
610.0
|
|
|
$
|
1,471.2
|
|
|
$
|
2,027.9
|
|
|
$
|
(7,506.3
|
)
|
|
$
|
1,476.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive income (loss), net of tax
|
(169.6
|
)
|
|
(168.5
|
)
|
|
(166.8
|
)
|
|
(161.1
|
)
|
|
(161.5
|
)
|
|
5.0
|
|
|
33.3
|
|
|
619.6
|
|
|
(169.6
|
)
|
|||||||||
Comprehensive income attributable to Ingersoll-Rand plc
|
$
|
1,306.6
|
|
|
$
|
1,375.5
|
|
|
$
|
1,253.0
|
|
|
$
|
272.3
|
|
|
$
|
448.5
|
|
|
$
|
1,476.2
|
|
|
$
|
2,061.2
|
|
|
$
|
(6,886.7
|
)
|
|
$
|
1,306.6
|
|
In millions
|
Plc
|
|
Irish Holdings
|
|
Lux International
|
|
Global
Holding |
|
New
Jersey |
|
Lux
Finance |
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated |
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
363.5
|
|
|
$
|
—
|
|
|
$
|
539.6
|
|
|
$
|
—
|
|
|
$
|
903.4
|
|
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
183.4
|
|
|
—
|
|
|
2,495.7
|
|
|
—
|
|
|
2,679.2
|
|
|||||||||
Inventories, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146.6
|
|
|
—
|
|
|
1,531.2
|
|
|
—
|
|
|
1,677.8
|
|
|||||||||
Other current assets
|
0.2
|
|
|
—
|
|
|
7.8
|
|
|
—
|
|
|
101.0
|
|
|
—
|
|
|
363.4
|
|
|
(0.8
|
)
|
|
471.6
|
|
|||||||||
Intercompany receivables
|
59.5
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3,851.0
|
|
|
0.1
|
|
|
3,838.0
|
|
|
(7,752.5
|
)
|
|
—
|
|
|||||||||
Total current assets
|
59.7
|
|
|
0.1
|
|
|
12.0
|
|
|
—
|
|
|
4,645.5
|
|
|
0.1
|
|
|
8,767.9
|
|
|
(7,753.3
|
)
|
|
5,732.0
|
|
|||||||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
314.6
|
|
|
—
|
|
|
1,416.1
|
|
|
—
|
|
|
1,730.8
|
|
|||||||||
Goodwill and other intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
432.1
|
|
|
—
|
|
|
9,162.1
|
|
|
—
|
|
|
9,594.2
|
|
|||||||||
Other noncurrent assets
|
—
|
|
|
—
|
|
|
8.0
|
|
|
180.0
|
|
|
498.1
|
|
|
—
|
|
|
610.6
|
|
|
(438.8
|
)
|
|
857.9
|
|
|||||||||
Investments in consolidated subsidiaries
|
9,308.9
|
|
|
9,267.8
|
|
|
3,935.4
|
|
|
11,743.2
|
|
|
9,923.2
|
|
|
1,264.2
|
|
|
—
|
|
|
(45,442.7
|
)
|
|
—
|
|
|||||||||
Intercompany notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,249.7
|
|
|
(2,249.7
|
)
|
|
—
|
|
|||||||||
Total assets
|
$
|
9,368.6
|
|
|
$
|
9,267.9
|
|
|
$
|
3,955.5
|
|
|
$
|
11,923.2
|
|
|
$
|
15,813.5
|
|
|
$
|
1,264.3
|
|
|
$
|
22,206.4
|
|
|
$
|
(55,884.5
|
)
|
|
$
|
17,914.9
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Accounts payable and accrued expenses
|
$
|
11.3
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
41.7
|
|
|
$
|
599.6
|
|
|
$
|
6.9
|
|
|
$
|
3,306.3
|
|
|
$
|
(0.8
|
)
|
|
$
|
3,965.1
|
|
Short-term borrowings and current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350.4
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
350.6
|
|
|||||||||
Intercompany payables
|
2,334.6
|
|
|
—
|
|
|
132.9
|
|
|
3,518.7
|
|
|
1,700.9
|
|
|
0.2
|
|
|
65.2
|
|
|
(7,752.5
|
)
|
|
—
|
|
|||||||||
Total current liabilities
|
2,345.9
|
|
|
—
|
|
|
133.0
|
|
|
3,560.4
|
|
|
2,650.9
|
|
|
7.1
|
|
|
3,371.7
|
|
|
(7,753.3
|
)
|
|
4,315.7
|
|
|||||||||
Long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
2,330.0
|
|
|
319.5
|
|
|
1,091.0
|
|
|
0.2
|
|
|
—
|
|
|
3,740.7
|
|
|||||||||
Other noncurrent liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
1,100.5
|
|
|
—
|
|
|
2,126.5
|
|
|
(438.8
|
)
|
|
2,793.7
|
|
|||||||||
Intercompany notes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
2,249.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,249.7
|
)
|
|
—
|
|
|||||||||
Total liabilities
|
2,345.9
|
|
|
—
|
|
|
133.0
|
|
|
8,145.6
|
|
|
4,070.9
|
|
|
1,098.1
|
|
|
5,498.4
|
|
|
(10,441.8
|
)
|
|
10,850.1
|
|
|||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total equity
|
7,022.7
|
|
|
9,267.9
|
|
|
3,822.5
|
|
|
3,777.6
|
|
|
11,742.6
|
|
|
166.2
|
|
|
16,708.0
|
|
|
(45,442.7
|
)
|
|
7,064.8
|
|
|||||||||
Total liabilities and equity
|
$
|
9,368.6
|
|
|
$
|
9,267.9
|
|
|
$
|
3,955.5
|
|
|
$
|
11,923.2
|
|
|
$
|
15,813.5
|
|
|
$
|
1,264.3
|
|
|
$
|
22,206.4
|
|
|
$
|
(55,884.5
|
)
|
|
$
|
17,914.9
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
359.3
|
|
|
$
|
—
|
|
|
$
|
1,189.5
|
|
|
$
|
—
|
|
|
$
|
1,549.4
|
|
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166.5
|
|
|
—
|
|
|
2,310.9
|
|
|
—
|
|
|
2,477.4
|
|
|||||||||
Inventories, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168.5
|
|
|
—
|
|
|
1,386.9
|
|
|
—
|
|
|
1,555.4
|
|
|||||||||
Other current assets
|
0.2
|
|
|
—
|
|
|
5.7
|
|
|
112.6
|
|
|
76.2
|
|
|
—
|
|
|
342.2
|
|
|
—
|
|
|
536.9
|
|
|||||||||
Intercompany receivables
|
1,819.1
|
|
|
9,912.2
|
|
|
2,036.8
|
|
|
—
|
|
|
1,849.9
|
|
|
—
|
|
|
5,014.8
|
|
|
(20,632.8
|
)
|
|
—
|
|
|||||||||
Total current assets
|
1,819.3
|
|
|
9,912.2
|
|
|
2,043.1
|
|
|
112.6
|
|
|
2,620.4
|
|
|
—
|
|
|
10,244.3
|
|
|
(20,632.8
|
)
|
|
6,119.1
|
|
|||||||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310.6
|
|
|
—
|
|
|
1,240.7
|
|
|
—
|
|
|
1,551.3
|
|
|||||||||
Goodwill and other intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
436.0
|
|
|
—
|
|
|
9,242.6
|
|
|
—
|
|
|
9,678.6
|
|
|||||||||
Other noncurrent assets
|
—
|
|
|
—
|
|
|
—
|
|
|
185.4
|
|
|
471.1
|
|
|
—
|
|
|
550.8
|
|
|
(383.0
|
)
|
|
824.3
|
|
|||||||||
Investments in consolidated subsidiaries
|
7,318.1
|
|
|
1,684.2
|
|
|
2,953.9
|
|
|
10,480.3
|
|
|
10,923.7
|
|
|
1,150.9
|
|
|
—
|
|
|
(34,511.1
|
)
|
|
—
|
|
|||||||||
Total assets
|
$
|
9,137.4
|
|
|
$
|
11,596.4
|
|
|
$
|
4,997.0
|
|
|
$
|
10,778.3
|
|
|
$
|
14,761.8
|
|
|
$
|
1,150.9
|
|
|
$
|
21,278.4
|
|
|
$
|
(55,526.9
|
)
|
|
$
|
18,173.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Accounts payable and accrued expenses
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
27.3
|
|
|
$
|
572.3
|
|
|
$
|
6.9
|
|
|
$
|
3,105.8
|
|
|
$
|
—
|
|
|
$
|
3,721.0
|
|
Short-term borrowings and current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
749.6
|
|
|
350.4
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|
1,107.0
|
|
|||||||||
Intercompany payables
|
1,988.3
|
|
|
—
|
|
|
9,316.7
|
|
|
5,481.1
|
|
|
1,790.0
|
|
|
523.3
|
|
|
1,533.4
|
|
|
(20,632.8
|
)
|
|
—
|
|
|||||||||
Total current liabilities
|
1,996.8
|
|
|
—
|
|
|
9,316.9
|
|
|
6,258.0
|
|
|
2,712.7
|
|
|
530.2
|
|
|
4,646.2
|
|
|
(20,632.8
|
)
|
|
4,828.0
|
|
|||||||||
Long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
1,539.9
|
|
|
326.8
|
|
|
1,089.7
|
|
|
0.6
|
|
|
—
|
|
|
2,957.0
|
|
|||||||||
Other noncurrent liabilities
|
0.3
|
|
|
—
|
|
|
—
|
|
|
92.4
|
|
|
1,251.8
|
|
|
—
|
|
|
2,219.9
|
|
|
(383.0
|
)
|
|
3,181.4
|
|
|||||||||
Total liabilities
|
1,997.1
|
|
|
—
|
|
|
9,316.9
|
|
|
7,890.3
|
|
|
4,291.3
|
|
|
1,619.9
|
|
|
6,866.7
|
|
|
(21,015.8
|
)
|
|
10,966.4
|
|
|||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total equity
|
7,140.3
|
|
|
11,596.4
|
|
|
(4,319.9
|
)
|
|
2,888.0
|
|
|
10,470.5
|
|
|
(469.0
|
)
|
|
14,411.7
|
|
|
(34,511.1
|
)
|
|
7,206.9
|
|
|||||||||
Total liabilities and equity
|
$
|
9,137.4
|
|
|
$
|
11,596.4
|
|
|
$
|
4,997.0
|
|
|
$
|
10,778.3
|
|
|
$
|
14,761.8
|
|
|
$
|
1,150.9
|
|
|
$
|
21,278.4
|
|
|
$
|
(55,526.9
|
)
|
|
$
|
18,173.3
|
|
In millions
|
Plc
|
|
Irish Holdings
|
|
Lux International
|
|
Global
Holding |
|
New
Jersey |
|
Lux
Finance |
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated |
||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net cash provided by (used in) continuing operating activities
|
$
|
78.8
|
|
|
$
|
(2.7
|
)
|
|
$
|
31.5
|
|
|
$
|
(217.6
|
)
|
|
$
|
1,544.4
|
|
|
$
|
(52.0
|
)
|
|
$
|
92.1
|
|
|
$
|
—
|
|
|
$
|
1,474.5
|
|
Net cash provided by (used in) discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65.3
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(66.7
|
)
|
|||||||||
Net cash provided by (used in) operating activities
|
78.8
|
|
|
(2.7
|
)
|
|
31.5
|
|
|
(217.6
|
)
|
|
1,479.1
|
|
|
(52.0
|
)
|
|
90.7
|
|
|
—
|
|
|
1,407.8
|
|
|||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87.7
|
)
|
|
—
|
|
|
(277.9
|
)
|
|
—
|
|
|
(365.6
|
)
|
|||||||||
Acquisitions and equity method investments, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(285.2
|
)
|
|
—
|
|
|
(285.2
|
)
|
|||||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
13.1
|
|
|
—
|
|
|
22.1
|
|
|||||||||
Other investing activities, net
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
(0.7
|
)
|
|||||||||
Intercompany investing activities, net
|
1,058.7
|
|
|
(481.2
|
)
|
|
545.4
|
|
|
9.5
|
|
|
287.1
|
|
|
—
|
|
|
2,641.1
|
|
|
(4,060.6
|
)
|
|
—
|
|
|||||||||
Net cash provided by (used in) investing activities
|
1,058.7
|
|
|
(481.2
|
)
|
|
537.5
|
|
|
9.5
|
|
|
211.4
|
|
|
—
|
|
|
2,095.3
|
|
|
(4,060.6
|
)
|
|
(629.4
|
)
|
|||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net proceeds (repayments) of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
31.6
|
|
|
(7.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
17.6
|
|
|||||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.0
|
)
|
|||||||||
Dividends paid to ordinary shareholders
|
(479.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(479.5
|
)
|
|||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41.4
|
)
|
|
—
|
|
|
(41.4
|
)
|
|||||||||
Proceeds from shares issued under incentive plans
|
68.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68.9
|
|
|||||||||
Repurchase of ordinary shares
|
(900.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(900.2
|
)
|
|||||||||
Other financing activities, net
|
(25.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(4.9
|
)
|
|
—
|
|
|
(32.2
|
)
|
|||||||||
Intercompany financing activities, net
|
199.1
|
|
|
484.0
|
|
|
(569.4
|
)
|
|
188.5
|
|
|
(1,677.3
|
)
|
|
52.0
|
|
|
(2,737.5
|
)
|
|
4,060.6
|
|
|
—
|
|
|||||||||
Net cash provided by (used in) financing activities
|
(1,137.5
|
)
|
|
484.0
|
|
|
(569.4
|
)
|
|
208.1
|
|
|
(1,686.3
|
)
|
|
52.0
|
|
|
(2,790.3
|
)
|
|
4,060.6
|
|
|
(1,378.8
|
)
|
|||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45.6
|
)
|
|
—
|
|
|
(45.6
|
)
|
|||||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
0.1
|
|
|
(0.4
|
)
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
(649.9
|
)
|
|
—
|
|
|
(646.0
|
)
|
|||||||||
Cash and cash equivalents - beginning of period
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
359.3
|
|
|
—
|
|
|
1,189.5
|
|
|
—
|
|
|
1,549.4
|
|
|||||||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
363.5
|
|
|
$
|
—
|
|
|
$
|
539.6
|
|
|
$
|
—
|
|
|
$
|
903.4
|
|
In millions
|
Plc
|
|
Irish Holdings
|
|
Lux International
|
|
Global
Holding |
|
New
Jersey |
|
Lux
Finance |
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated |
||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net cash provided by (used in) continuing operating activities
|
$
|
83.8
|
|
|
$
|
—
|
|
|
$
|
(42.8
|
)
|
|
$
|
(284.9
|
)
|
|
$
|
438.4
|
|
|
$
|
(48.0
|
)
|
|
$
|
1,415.1
|
|
|
$
|
—
|
|
|
$
|
1,561.6
|
|
Net cash provided by (used in) discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.9
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(38.1
|
)
|
|||||||||
Net cash provided by (used in) operating activities
|
83.8
|
|
|
—
|
|
|
(42.8
|
)
|
|
(284.9
|
)
|
|
401.5
|
|
|
(48.0
|
)
|
|
1,413.9
|
|
|
—
|
|
|
1,523.5
|
|
|||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74.2
|
)
|
|
—
|
|
|
(147.1
|
)
|
|
—
|
|
|
(221.3
|
)
|
|||||||||
Acquisitions and equity method investments, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(154.9
|
)
|
|
—
|
|
|
(157.6
|
)
|
|||||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|||||||||
Other investing activities, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|||||||||
Intercompany investing activities, net
|
285.1
|
|
|
285.2
|
|
|
2,050.2
|
|
|
270.1
|
|
|
4,899.4
|
|
|
11.7
|
|
|
6,788.3
|
|
|
(14,590.0
|
)
|
|
—
|
|
|||||||||
Net cash provided by (used in) investing activities
|
285.1
|
|
|
285.2
|
|
|
2,050.2
|
|
|
270.1
|
|
|
4,822.5
|
|
|
11.7
|
|
|
6,490.5
|
|
|
(14,590.0
|
)
|
|
(374.7
|
)
|
|||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net proceeds (repayments) of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
(11.7
|
)
|
|||||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||||||
Dividends paid to ordinary shareholders
|
(430.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(430.1
|
)
|
|||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.8
|
)
|
|
—
|
|
|
(15.8
|
)
|
|||||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|
(6.8
|
)
|
|||||||||
Proceeds from shares issued under incentive plans
|
76.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76.7
|
|
|||||||||
Repurchase of ordinary shares
|
(1,016.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,016.9
|
)
|
|||||||||
Other financing activities, net
|
(25.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(27.7
|
)
|
|||||||||
Intercompany financing activities, net
|
1,026.8
|
|
|
(285.2
|
)
|
|
(2,006.8
|
)
|
|
15.0
|
|
|
(5,490.1
|
)
|
|
36.3
|
|
|
(7,886.0
|
)
|
|
14,590.0
|
|
|
—
|
|
|||||||||
Net cash provided by (used in) financing activities
|
(368.9
|
)
|
|
(285.2
|
)
|
|
(2,006.8
|
)
|
|
14.8
|
|
|
(5,499.3
|
)
|
|
36.3
|
|
|
(7,913.4
|
)
|
|
14,590.0
|
|
|
(1,432.5
|
)
|
|||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118.4
|
|
|
—
|
|
|
118.4
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
(275.3
|
)
|
|
—
|
|
|
109.4
|
|
|
—
|
|
|
(165.3
|
)
|
|||||||||
Cash and cash equivalents – beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
634.6
|
|
|
—
|
|
|
1,080.1
|
|
|
—
|
|
|
1,714.7
|
|
|||||||||
Cash and cash equivalents – end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
359.3
|
|
|
$
|
—
|
|
|
$
|
1,189.5
|
|
|
$
|
—
|
|
|
$
|
1,549.4
|
|
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
|
$
|
(80.4
|
)
|
|
$
|
—
|
|
|
$
|
(42.0
|
)
|
|
$
|
(276.6
|
)
|
|
$
|
823.4
|
|
|
$
|
(47.3
|
)
|
|
$
|
1,055.9
|
|
|
$
|
—
|
|
|
$
|
1,433.0
|
|
Net cash provided by (used in) discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86.4
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
88.9
|
|
|||||||||
Net cash provided by (used in) operating activities
|
(80.4
|
)
|
|
—
|
|
|
(42.0
|
)
|
|
(276.6
|
)
|
|
909.8
|
|
|
(47.3
|
)
|
|
1,058.4
|
|
|
—
|
|
|
1,521.9
|
|
|||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73.7
|
)
|
|
—
|
|
|
(109.0
|
)
|
|
—
|
|
|
(182.7
|
)
|
|||||||||
Acquisitions and equity method investments, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|||||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
—
|
|
|
9.5
|
|
|||||||||
Proceeds from sale of Hussmann equity investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
422.5
|
|
|
—
|
|
|
422.5
|
|
|||||||||
Intercompany investing activities, net
|
(90.1
|
)
|
|
(19,465.7
|
)
|
|
6,181.4
|
|
|
(172.9
|
)
|
|
65.8
|
|
|
336.1
|
|
|
(2,226.8
|
)
|
|
15,372.2
|
|
|
—
|
|
|||||||||
Net cash provided by (used in) investing activities
|
(90.1
|
)
|
|
(19,465.7
|
)
|
|
6,181.4
|
|
|
(172.9
|
)
|
|
(17.1
|
)
|
|
336.1
|
|
|
(1,903.8
|
)
|
|
15,372.2
|
|
|
240.1
|
|
|||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net proceeds (repayments) of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|
(143.0
|
)
|
|
—
|
|
|
—
|
|
|
(150.7
|
)
|
|||||||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|||||||||
Dividends paid to ordinary shareholders
|
(348.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(348.6
|
)
|
|||||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.1
|
)
|
|
—
|
|
|
(14.1
|
)
|
|||||||||
Proceeds from shares issued under incentive plans
|
62.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62.9
|
|
|||||||||
Repurchase of ordinary shares
|
(250.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250.1
|
)
|
|||||||||
Other financing activities, net
|
(24.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.2
|
)
|
|||||||||
Intercompany financing activities, net
|
730.5
|
|
|
19,465.7
|
|
|
(6,139.4
|
)
|
|
440.2
|
|
|
(250.4
|
)
|
|
(145.9
|
)
|
|
1,271.5
|
|
|
(15,372.2
|
)
|
|
—
|
|
|||||||||
Net cash provided by (used in) financing activities
|
170.5
|
|
|
19,465.7
|
|
|
(6,139.4
|
)
|
|
438.1
|
|
|
(258.1
|
)
|
|
(288.9
|
)
|
|
1,257.4
|
|
|
(15,372.2
|
)
|
|
(726.9
|
)
|
|||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57.2
|
)
|
|
—
|
|
|
(57.2
|
)
|
|||||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.4
|
)
|
|
634.6
|
|
|
(0.1
|
)
|
|
354.8
|
|
|
—
|
|
|
977.9
|
|
|||||||||
Cash and cash equivalents – beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
|
0.1
|
|
|
725.3
|
|
|
—
|
|
|
736.8
|
|
|||||||||
Cash and cash equivalents – end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
634.6
|
|
|
$
|
—
|
|
|
$
|
1,080.1
|
|
|
$
|
—
|
|
|
$
|
1,714.7
|
|
Allowances for Doubtful Accounts:
|
|
||
|
|
||
Balance December 31, 2015
|
$
|
28.3
|
|
Additions charged to costs and expenses
|
7.9
|
|
|
Deductions
(a)
|
(9.5
|
)
|
|
Business acquisitions and divestitures, net
|
—
|
|
|
Currency translation
|
(0.7
|
)
|
|
|
|
||
Balance December 31, 2016
|
26.0
|
|
|
Additions charged to costs and expenses
|
9.7
|
|
|
Deductions
(a)
|
(9.7
|
)
|
|
Business acquisitions and divestitures, net
|
—
|
|
|
Currency translation
|
1.3
|
|
|
|
|
||
Balance December 31, 2017
|
26.9
|
|
|
Additions charged to costs and expenses
|
15.3
|
|
|
Deductions
(a)
|
(9.1
|
)
|
|
Business acquisitions and divestitures, net
|
0.5
|
|
|
Currency translation
|
(0.9
|
)
|
|
Balance December 31, 2018
|
$
|
32.7
|
|
(a)
|
“Deductions” include accounts and advances written off, less recoveries.
|
1.1
|
“Actuarial Equivalent”
means an amount having equal value when computed on the basis of the mortality table specified in the Pension Plan and an interest rate equal to the average of the monthly rates for ten year Constant Maturities for US Treasury Securities for the twelve-month period immediately preceding the month prior to the month in which a determination of benefit occurs, such rate as quoted by the Federal Reserve.
|
1.2
|
“Board”
means the Board of Directors of Ingersoll-Rand plc (or if Ingersoll-Rand plc is a subsidiary of any other company, of the ultimate parent company).
|
1.3
|
“Change in Control”
shall have the same meaning as such term is defined in the Ingersoll-Rand Company Limited Incentive Stock Plan of 2007 or any successor or replacement plan thereto, unless a different definition is used for purposes of a change in control event in any severance or employment agreement between an Employer and an Employee, in which event as to such Employee such definition shall apply. The term Change in Control shall refer solely to a Change in Control of Ingersoll-Rand Company Limited. Further notwithstanding the foregoing provisions of this Section 1.3, or any other provision in this Plan or the Ingersoll-Rand Company Limited Incentive Stock Plan of 2007, none of the transactions contemplated by the Irish Reorganization that are undertaken by (i) Ingersoll-Rand Company Limited or its affiliates prior to, or as of, the effective date of the Irish Reorganization or (ii) Ingersoll-Rand plc or its affiliates on and after the effective date of the Irish Reorganization shall trigger, constitute or be deemed a ‘Change in Control.’ On and after the effective date of the Irish Reorganization, the term ‘Change in Control’ shall refer solely to a ‘Change in Control’ of Ingersoll-Rand plc.
|
1.4
|
“Company”
means Ingersoll-Rand Company, and its successors or assigns.
|
1.5
|
“Compensation Committee”
means the Compensation Committee of the Board.
|
1.6
|
“Deferral Plan”
means the IR Executive Deferred Compensation Plan and/or the IR Executive Deferred Compensation Plan II.
|
1.7
|
“Employee”
means an employee of an Employer who is eligible to participate in the Program as provided in Section 2.1.
|
1.8
|
“Employer”
means the Company and any domestic or foreign entity in which the Company owns (directly or indirectly) a 50% or greater interest.
|
1.9
|
“Final Average Pay”
means, except as provided in Section 5.3 for purposes of disability, the sum of the following:
|
(a)
|
for Employees actively employed by an Employer on and after February 1, 2006, the average of each of the three highest bonus awards from the Employer (whether the awards are paid to the Employee or are a Deferral Amount (as such term is defined in the Deferral Plan)) for the six most recent calendar years, including the year during which the Employee’s retirement or death occurs, but excluding Supplemental Contributions (as such term is defined in the Deferral Plan) or any amounts paid from the Deferred Compensation Account (as such term is defined in the Deferral Plan) or any other account under the Deferral Plan including, but not limited to, amounts paid consisting of Deferral Amounts and Supplemental Contributions and their earnings, and
|
(b)
|
the Employee’s annualized base salary from the Employer in effect immediately prior to the date of determination unreduced by any Deferral Amount (as defined in the Deferral Plan) or other elective salary reduction contributions to any plan of the Employer.
|
1.10
|
“Foreign Plan”
means (i) any plan or program maintained by a foreign Employer (an Employer that is not an entity organized under the laws of the United States) under which cash benefits are payable to an Employee following retirement or other termination of employment, regardless of the form or structure of such plan, and (ii) any other plan, program, or system providing such benefits in respect of services performed by such an Employee for a foreign Employer that is established by the government of a foreign country, mandated under the laws of a foreign country or under a government decree or directive having the force of law, or mandated or maintained under any collective bargaining or similar agreement.
|
1.11
|
“Pension Plan”
means the Ingersoll-Rand Pension
Plan Number One as in effect on January 1, 2003, and as may be amended from time to time.
|
1.12
|
“Predecessor Program”
means the Ingersoll-Rand Company Key Management Supplemental Program, as effective on June 30, 1995 and as thereafter amended.
|
1.13
|
“Program”
means the Ingersoll-Rand Company Key Management Supplemental
Program as stated herein and as may be amended from time to time.
|
1.14
|
“Retirement”
means an Employee’s Separation from Service other than by reason of death or disability (as defined in Section 5.3) at a time when the Employee has satisfied the vesting requirements of Section 4.1.
|
1.15
|
“Separation from Service”
means an Employee’s separation from service as determined under the general rules under Section 409A of the Code.
|
1.16
|
“Year of Service”
shall be determined in accordance with the provisions of the Pension Plan, another qualified defined benefit pension plan (other than the Trane Pension Plan), the Trane Employee Stock Ownership Plan, or Foreign Plan, in which an Employee participates that are applicable to determining the Employee’s years of vesting service under such plan. Unless otherwise agreed by the Company, an Employee’s Years of Service shall exclude any period of service during which the employer of the Employee was not an Employer under the Program, and shall not include any period of service performed on behalf of Trane Inc. or its affiliates before the date that Ingersoll-Rand Company Limited acquired Trane Inc. For purposes of this Section, a qualified defined benefit pension plan means a plan defined in Code Section 414(j) which is sponsored by an Employer. Notwithstanding any provision of the Program to the contrary, in the event an Employee earns one or more hours of service during a calendar year, he shall be credited with a Year of Service with respect to such year for purposes of the Program; provided, however, that any Employee who becomes an Participant in the Program on or after May 18, 2009 and who earns one or more hours of service during a calendar month shall be credited with service only for that month for purposes of the Program. An Employee’s Years of Service shall not include any period of service in a calendar year following the year of the Employee’s Separation from Service.
|
(a)
|
the sum of his age (as of his last birthday) and completed Years of Service (as defined in Section 1.16) equals or exceeds 50, and
|
(b)
|
his salary grade level is 36 (or the equivalent thereof) or higher, and he has demonstrated sustained performance and leadership potential, and
|
(c)
|
he has been nominated for participation in the Program by an elected officer of Ingersoll-Rand plc and approved by (i) the Senior Vice-President of Human Resources and Communications, (ii) the Chairman and CEO of Ingersoll-Rand plc, and (iii) the Compensation Committee of the Board of Directors of Ingersoll- Rand plc.
|
(b)
|
is the benefit offset amount as determined under Appendix A attached hereto from the Pension Plan and any other plan(s) identified in Appendix A, expressed in the same form and with the same commencement date as the benefit payable to the Employee under this Program except to the extent otherwise provided in Section 5.3(b); and
|
(c)
|
is the benefit payable to the Employee under the Predecessor Program, expressed in the same form and with the same commencement date as the benefit payable to the Employee under this Program.
|
(a)
|
The Employee is discharged by an Employer
for just cause, which shall be a breach of the standards set forth in the Ingersoll-Rand Company Code of Conduct; or
|
(b)
|
Determination by the Compensation Committee no later than 12 months after termination of employment that the Employee has engaged in serious or willful misconduct in connection with his employment with an Employer; or
|
(c)
|
The Employee (whether while employed or for two years thereafter) without the written consent of the Employer, is employed by, becomes associated with, renders service to, or owns an interest in any business that is competitive with an Employer or with any business in which an Employer has a substantial interest as determined by the Compensation Committee; provided, however, that an Employee may own up to 1% of the publicly traded equity securities of any business, notwithstanding the foregoing.
|
(a)
|
Normal Retirement - Upon attaining age 65, an Employee may retire and receive the benefit determined under Section 3.1.
|
(b)
|
Early Retirement - If an Employee who has become vested in accordance with Section 4.1 retires before attaining age 65, he will receive a benefit under the Program equal to the benefit he would have received upon Retirement at age 65, provided however that:
|
(i)
|
the amount determined under Section 3.1(a) shall be reduced by 0.3% for each month that the date of the Employee’s Retirement precedes attainment of age 65;
|
(ii)
|
the benefit offset amount as determined under Appendix A from the Pension Plan and any other plan(s) identified in Appendix A shall be adjusted under the terms of the applicable plan(s) for retirement to the earliest date on which the Employee may retire and begin receiving a benefit under such plan(s), and shall be further adjusted, if necessary, to an actuarially equivalent benefit payable on the date of the Employee’s Retirement; and
|
(iii)
|
for years prior to Social Security normal retirement age, the Social Security Primary Insurance Amount (as defined in Appendix A) shall be reduced by the same factors used by the Social Security Administration to adjust benefits payable at age 62 or later, and by 0.3% for each month that the date of the Employee’s Retirement precedes attainment of age 62.
|
(c)
|
Late Retirement - If an Employee retires after age 65, he will receive a benefit equal to the greater of:
|
(i)
|
the benefit determined under Section 3.1 as of his actual date of Retirement, or
|
(ii)
|
the benefit he would have received had he retired at age 65, such benefit shall be converted into a single lump sum based on the Actuarial Equivalent as of the date the Employee attains age 65 and increased with interest (at the interest rate specified in Section 5.2(b)) until his date of Retirement.
|
(a)
|
Benefits under the Program shall be payable solely in a lump sum. In the case of Retirement, the lump sum benefit shall be paid on the later of (i) the first business day that is six months after the date of the Employee’s Retirement, or (ii) the first business day of the calendar year following the year of the Employee’s Retirement. In the case of disability or death, the lump sum benefit shall be paid on the payments date prescribed by Section 5.3 or Section 5.4 (without regard to whether the Employee’s death occurs prior or subsequent to Retirement), as applicable.
|
(b)
|
The lump sum amount determined under Sections 3.1 and 5.1 shall be credited with interest from the determination date under Section 3.1 until the date of distribution at the average of the monthly rates for ten-year Constant Maturities for US Treasury Securities for the twelve-month period
|
(a)
|
An Employee who has a leave of absence for disability and returns to active employment before incurring a Separation from Service (as determined under section 1.409A-1(h) of the Treasury Regulations) shall continue to accrue benefits (and Years of Service) under the Program during the leave of absence. Except as provided in Section 5.3(b), an Employee who has had a leave of absence for disability and who does not return to active employment before incurring a Separation from Service shall accrue no benefits (or Years of Service) during such leave of absence. An Employee described in this Section 5.3(a) (and not covered by Section 5.3(b)) shall be entitled to benefits, if any, under the Program in accordance with Sections 5.1, 5.2, and 5.4 of the Program, based on the date of the Employee’s Separation from Service and his or her age and Years of Service at the date of the Employee’s Separation of Service.
|
(b)
|
An Employee who becomes disabled within the meaning of Section 5.3(c) prior to his or her Separation from Service and who remains continuously disabled until attaining age 65 or earlier death shall continue to accrue benefits (and Years of Service) under the Program as if he or she continued to be employed by the Company until the earlier of attainment of age 65 or death. An Employee who becomes disabled within the meaning of Section 5.3(c) prior to his or her Separation from Service and who recovers from the disability before attaining age 65 but after the date on which the Employee is determined to have had a Separation from Service, shall be entitled to benefits, if any, in accordance with the last sentence of Section 5.3(a), but shall be entitled to no additional Years of Service under this Section 5.3(b). An Employee described in either of the preceding two sentences shall be paid the lump sum as a benefit payable by reason of disability or death (not by reason of Separation from Service), determined under Sections 3.1 and 5.2 of the Program, on the first business day of the month following the month the Employee attains age 65 or, if the Employee dies before attaining age 65, the Employee’s beneficiary shall be paid the benefit under Section 5.4 of the Program as if the Employee retired on the date of death. In determining the benefits payable under this Section 5.3(b), the benefit offset amount under paragraph (e) of Appendix A shall be the value of the Employee’s vested Core Contribution Account under the Ingersoll-Rand Company Employee Savings Plan and the Ingersoll-Rand Company Supplemental Employee Savings Plan II as of the date of the Employee’s Separation from Service.
|
(c)
|
For purposes of Section 5.3(b), an Employee shall be disabled if he or she has: (a) a condition under which the Employee: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (b) any other condition under which the Employee is considered “disabled” within the meaning of Code Section 409A(a)(2)(C).
|
(d)
|
Notwithstanding any other provision of the Program to the contrary, in any case in which an Employee is entitled under Section 5.3(b) to accrue benefits (and Years of Service) under the Program during a period of disability, Final Average Pay means the sum of:
|
(i)
|
the average of each of the three highest bonus awards (whether the awards are paid to the Employee, are a Deferral Amount (as such term is defined in the Deferral Plan) or the Employee has elected to forgo a bonus award pursuant to the Estate Program) during the six most recent calendar years, including the year during which the Employee’s disability occurs (or, if the average of the three highest bonus awards would be greater, the six most recent calendar years prior to the year in which the Employee’s disability occurs), but excluding Supplemental Contributions (as such term is defined in the Deferral Plan) or any amounts paid from the Deferred Compensation Account (as such term is defined in the Deferral Plan) or any other account under the Deferral Plan including, but not limited to, amounts paid consisting of Deferral Amounts and Supplemental Contributions and their earnings, and any amounts paid by the Company pursuant to the Estate Program, and
|
(ii)
|
the Employee’s annualized base salary in effect as of the date he or she became disabled.
|
(a)
|
In the event of an Employee’s death prior to Retirement, his beneficiary shall receive a lump sum payment determined under Section 3.1 as if the Employee retired on the date of his death, provided that if the Employee’s death occurs prior to his attainment of age 55, the benefit shall be reduced by 0.3% for each month that the benefit commences before the Employee would have reached age 65. Such lump sum benefit shall be payable thirty (30) days after the date of the Employee’s death, or as soon as practicable thereafter.
|
(b)
|
The Employee’s beneficiary(ies) under the Program shall be the same as the Employee’s beneficiary(ies) under the Pension Plan or, if the Employee was not a participant in the Pension Plan, such other qualified defined benefit pension plan or Foreign Plan in which the Employee has participated. If the Employee was not a participant in, or has no beneficiary under, the Pension Plan, another qualified defined benefit pension plan, or a Foreign Plan, the Employee’s estate shall be the beneficiary.
|
(a)
|
All employer-paid benefits under any qualified defined benefit plan (as defined in Code Section 414(j)) and associated supplemental plans (including the Ingersoll-Rand Company Supplemental Pension Plan II) sponsored by the Company. For purposes of this Paragraph (a), the amount of any pension payable under the Clark Equipment Company Retirement Program for Salaried Employees shall be determined without reduction by the lifetime pension equivalent of the Employee’s vested interest in his PPOA Account (as such term is defined in the I-R/Clark Leveraged Employee Stock Ownership Plan).
|
(b)
|
The Social Security Primary Insurance Amount (as defined below) estimated at age 65, multiplied by a fraction, the numerator of which is his Years of Service (up to a maximum of 30 Years of Service), and the denominator of which is 30.
|
(i)
|
For benefits determined on or after age 65, payable for the year following his date of retirement.
|
(ii)
|
For benefits determined before the Employee attains age 65, payable for the year following his retirement or death (or which would be payable when he first would have become eligible if he were then unemployed), assuming he will not receive after retirement (or death) any income that would be treated as wages for purposes of the Social Security Act.
|
(c)
|
An Employee’s accrued benefit under any qualified defined benefit pension plan (as defined in Code Section 414(j)) and any nonqualified pension plan with respect to any business that was acquired by the Company or any of its affiliates (“Acquired Business”) in respect of any period of service with the Acquired Business that is counted as a Year of Service under the Program, except that the amount of employer-paid contributions (excluding earnings and accretions thereto) made to the Trane, Inc. Employee Stock Ownership Plan from and after the date that Ingersoll-Rand Company Limited acquired Trane, Inc., and not the value of the Trane Pension Plan, shall be used. Each such pension plan, including but not limited to the Ingersoll-Rand Company/Thermo King Executive Pension Plan, the Hussmann Corporation Supplemental Executive Retirement Plan, and the Trane Inc. Executive Supplemental Retirement Benefit Program, is referred to herein as a “Former Plan.” The Employee’s accrued benefit under the Former Plan shall be determined as a life annuity payable as of the date of determination, using the Former Plan’s early retirement factors, if applicable, and converted to a lump sum based on the factors used to determine lump sum distributions under the Former Plan or, if lump sum distributions are not available under the Former Plan, as the lump sum Actuarial Equivalent of the benefits accrued under the Former Plan.
|
(d)
|
Any and all benefits accrued or accumulated by the Employee under any Foreign Plan (as defined in Section 1.12 of the Program) in respect of any period of service with a foreign Employer that is counted as a Year of Service under the Program, excluding any benefit attributable to the Employee’s own contributions (whether voluntary or mandatory) under any Foreign Plan. Such benefits shall be converted to a lump sum based on the factors used to determine lump sum distributions under such plan(s) or, if lump sum distributions are not available under such plan(s), as the lump sum Actuarial Equivalent of the benefits accrued under such plan(s).
|
(e)
|
An Employee’s vested Core Contribution Account under the Ingersoll-Rand Company Employee Savings Plan and the Ingersoll-Rand Company Supplemental Employee Savings Plan II.
|
(f)
|
Except as hereinafter provided or otherwise required or permitted under Section 409A of the Code, no benefit offset amount shall be taken into account for purposes of Section 3.1(b) and 5.1(b) of the Program with respect to the benefits payable or paid to an Employee from another plan unless (i) the time and form of benefit payments under the other plan are the same as the time and form of benefit payments under the Program, or (ii) the benefits payable under the other plan were deferred (within the meaning of section 1.409A-2 of the Treasury Regulations) for periods of service (with any employer) prior to the period during which the benefits payable under the Program were accrued. This paragraph shall not preclude the following benefit offsets: (i) the benefit offsets permitted under sections 1.409A-2(a)(9) and 1.409A-3(j)(5) of
|
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.
|
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.
|
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.
|
1.
|
Except as specifically set forth herein, all other terms of the Plan shall remain in full force and effective and are hereby ratified in all respects.
|
1.
|
Your base salary will be set at an annual rate of $525,000 (Five Hundred Twenty Five Thousand U.S. dollars) paid monthly. You will be eligible for merit increase consideration during the annual merit increase cycle that will occur in April 2017.
|
2.
|
This position is “incentive eligible,” which means you will participate in the Annual Incentive Matrix (“AIM”) Program. Beginning in January 2016 you will become eligible for AIM, and your annual opportunity will be targeted at 80% of your base salary or $420,000. The actual award that you may receive can range from 0% to 200% of the targeted amount depending upon your performance and the performance of the Company. For your reference, information related to the Ingersoll Rand 2015 AIM program is attached (
Attachment A
).
|
3.
|
You will be eligible to receive equity awards under the 2013 Incentive Stock Plan (“ISP”) as administered by the Compensation Committee (“Committee”) of the Company’s Board of Directors. Your annual opportunity is targeted at a value equal to $625,000 based on the Fair Market Value (“FMV”) of the Company’s ordinary shares on the date the Committee approves the award. At this time, the awards are divided equally, with half of the value or $312,500 awarded in stock options and the other half of the value or $312,500 awarded in Restricted Stock Units (“RSUs”). Your first grant will be awarded in February 2016. Stock option and RSU awards generally vest ratably, one third each year, over three years from the date of grant. For purposes of these awards, you will be considered Retirement eligible upon attainment of age 65. Annual equity grants are contingent on and variable with your sustained performance and demonstrated leadership potential.
|
4.
|
Starting with performance year of 2016, you will be eligible to receive grants under the Company’s Performance Share Program (“PSP”). The PSP measures performance over a three-year period. Therefore, your first award would be settled in February 2019 based on performance during the 2016 to 2018 measurement period. Awards are settled in ordinary shares of the Company. Your target number of units under the PSP will be set at a value equal to $625,000 based on the FMV of the Company’s ordinary shares on the date the Committee grants the award. At this time, the actual number of Performance Share Units (“PSUs”) earned will be based on Ingersoll Rand’s Earnings per Share (“EPS”) growth and Total Shareholder Return (“TSR”) relative to the companies within the S&P 500 Industrials Index. The number of shares earned can range from 0% to 200% of the target units based on performance. PSP performance goals are subject to change for future performance periods at the discretion of the Committee. For purposes of these awards, you will be considered Retirement eligible upon attainment of age 65. For your reference, information related to the Ingersoll Rand equity program is attached (
Attachment B
).
|
5.
|
To offset the loss of compensation that will be forfeited from your current employer, you will receive the following sign-on awards:
|
•
|
Cash
: Based on a projected loss of $500,000 from the 2015 annual incentive plan, you will be provided with a cash payment equal to $500,000. This payment will be made in February 2016 (at the same time AIM payouts are made to other Officers of Ingersoll Rand). If you were to voluntarily terminate your employment or be terminated for Cause prior to February 1, 2018, the entire payment of $500,000 must be repaid to Ingersoll Rand.
|
•
|
Stock Options
: To compensate you for the projected loss of stock options granted in February 2015 with a grant date value of approximately $275,000, you will be granted Ingersoll Rand stock options with a grant date expected value of $275,000. This value will be converted to Ingersoll Rand stock options based on the grant date stock price of Ingersoll Rand common shares and will vest ratably over three years from the date of grant. These stock options will be granted at the first meeting of the Committee following your date of employment (scheduled for December 3, 2015).
|
•
|
PSUs
: To help offset a portion of the forfeited performance stock units and long-term cash (estimated total forfeiture of $705,000), you will be provided with two additional PSU awards with a combined target value of $625,000:
|
▪
|
For the 2014 - 2016 Ingersoll Rand performance cycle which will be settled in February 2017, you will be provided with a PSU award with an expected target value of $210,000 (which is approximately 1/3 of your annual PSU target value of $625,000).
|
▪
|
For the 2015 - 2017 Ingersoll Rand performance cycle which will be settled in February 2018, you will be provided with a PSU award with an expected target value of $415,000 (which is approximately 2/3 of your annual PSU target value of $625,000).
|
•
|
RSUs
: To offset the remaining $80,000 in forfeited performance stock units and long-term cash and to replace an approximate loss of $255,000 in future pension value (approximately $335,000 in total), you will be granted Ingersoll Rand RSUs with a grant date expected value of $335,000. This value will be converted to Ingersoll Rand RSUs based on the grant date stock price of Ingersoll Rand common shares and will vest ratably over three years from the date of grant. These RSUs will be awarded to you at the first meeting of the Committee following your date of employment (scheduled for December 3, 2015).
|
6.
|
You will be eligible to participate in all applicable qualified and non-qualified employee benefit programs offered to Company salaried employees in accordance with the terms and conditions of those programs. Please note that your medical, dental and life insurance coverage with the Company will commence on the first day of employment. For your reference, information related to Ingersoll Rand benefit plans is attached (
Attachment C
).
|
7.
|
You will be eligible for paid vacation, which in your case is four (4) weeks. Vacation days are earned and accrued on a monthly basis each calendar year.
|
8.
|
Other Benefits: In addition to the above, as an Officer of Ingersoll Rand, the following programs will be available to you:
|
a.
|
Deferred Compensation Plan
: You will be eligible to participate in the Ingersoll Rand Executive Deferred Compensation Plan (“EDCP”). The EDCP gives you the opportunity to defer up to 50% of your base salary, up to 100% of your AIM award, and up to 100% of your PSP awards on a pretax basis (except for FICA taxes payable at the time of deferral). Information regarding the EDCP will be emailed to you directly by the plan administrator, Mullin TBG.
|
b.
|
Company Car:
You will be provided a company automobile in accordance with our Company car policy, which in your case provides an executive automobile with a purchase value of up to $75,000. A portion of the benefit will be imputed to your statement of gross income for tax purposes. For your reference, a brief summary of the Ingersoll Rand Executive Automobile Program is attached (
Attachment D
).
|
c.
|
Executive Health:
You will also be eligible for the Company’s Executive Health Program. For your reference, a brief summary of the Ingersoll Rand Executive Health Program is attached (
Attachment E
).
|
d.
|
Financial Counseling:
You are eligible for financial and retirement counseling services through a provider of your choice. These services include tax, estate, and financial planning assistance up to $11,000 for the first year (and final year) and up to $9,000 for each subsequent year. A portion of the cost for these services is imputed to your annual income.
|
e.
|
Executive Long-Term Disability:
You will be eligible for an enhanced Executive Long-Term Disability (“LTD”) program that covers annual incentive compensation in addition to base salary and provides a greater benefit than offered in the standard group program.
|
9.
|
You will be provided with a Change in Control Agreement (“CIC Agreement”), which provides economic security in the event of job loss caused by the sale of all or a substantial part of the Company. Any payment made would be provided in cash plus you would receive enhanced coverage under certain benefit plans. Your severance payment under a Change in Control would be equal to 2.5 times your base salary plus your AIM at target. The actual agreement will be sent to you shortly after you begin employment.
|
10.
|
You will be eligible for the Company’s executive Relocation Program to Davidson, North Carolina. A representative from Cartus will be in touch with you after we receive your acceptance of this offer to explain the program and begin the process. For your reference, a summary of the executive Relocation Program is attached (
Attachment F
).
|
11.
|
Based on your role in the Company, you are restricted from transactions involving ordinary shares of Company stock (exercising options, moving in or out of ordinary shares held in company benefit plans, or buying or selling ordinary shares on the open market) except during designated window periods. You will receive communication from the Corporate Secretary when window periods are open along with instructions on how to execute transactions.
|
A.
|
2015 AIM Program
|
B.
|
2015 Long-term Incentive Program
|
C.
|
2015 Benefits Summary
|
D.
|
Executive Automobile Program
|
E.
|
Executive Health Program
|
F.
|
Relocation Summary
|
1.
|
Verification of information signed and submitted in connection with the Ingersoll Rand employment application and authorization for Release of Personal Data Records Information.
|
2.
|
Passing the required background check and drug screening. All test results will be handled in strict confidence.
|
3.
|
Providing proof of identity and employment eligibility pursuant to the Immigration Reform and Control Act of 1986 within three (3) working days after the actual date you commence work. After submitting your acceptance of employment, you will be provided with instructions for completing this requirement along with a list of acceptable verification documents.
|
1
|
On the Effective Date, your base salary will be set at an annual rate of $700,000 (Seven Hundred Thousand U.S. dollars) paid monthly. This represents an increase of $180,000 or 34.6%.
|
2.
|
Your Annual Incentive Matrix ("AIM") target opportunity will increase from 80% to 100% of your base salary on the Effective Date. When you take into account your new base salary, this adjustment increases your annual AIM target from $416,000 to $700,000 or by $284,000 (+68.3%). The actual award that you may receive can range from 0% to 200% of the targeted amount depending upon your performance and the performance of the Company.
|
a.
|
January 1, 2017 to September 4, 2017:
In determining this portion of your award, we will use your base salary of $520,000, an AIM target of 80% of base salary, and the AIM metrics assigned to your current role as President, Commercial HVAC, North America and EMEA.
|
b.
|
September 5, 2017 to December 31, 2017:
In determining this portion of your award, we will use your base salary of $700,000, an AIM target of 100% of base salary, and the AIM metrics assigned to corporate positions.
|
3.
|
Your annual equity target opportunity (next awardable in February 2018) will increase from $375,000 to $1,000,000 representing an increase of $625,000 or 166.7%. At this time, it is anticipated that your 2018 equity grant will be made in an equal proportion of stock options and Restricted Stock Units ("RSUs"). The award dollar value will be converted into stock options and RSUs based on the Fair Market Value ("FMV") of Ingersoll Rand's ordinary shares on the date the Compensation Committee of the Board Directors ("Committee") approves the awards.Annual equity awards are contingent on and variable with your sustained performance and demonstrated leadership.
|
4.
|
Your annual Performance Share Unit ("PSUs") target (next awardable February 2018) will increase from $375,000 to $1,000,000 representing an increase of $625,000 or 166.7%. Your grant will be converted into PSUs based on the FMV of Ingersoll Rand's ordinary shares on the date the Committee approves the award. At this time, the actual number of PSUs awarded will be based on Ingersoll Rand's Earnings per Share ("EPS") growth and Total Shareholder Return ("TSR") relative to the S&P 500 Industrial peer companies over the 2018 to 2020 performance period and can range from 0% to 200% of the target number of PSUs.
|
5.
|
When you consider items 1, 2, 3 and 4 above, your Target Annual Direct Compensation ("TDC") has increased from $1,686,000 to $3,400,000 or by $1,714,000 (+101.7%). Your revised compensation is summarized in the table below at the end of this letter.
|
6.
|
In addition to the increase in your TDC, you will be awarded a special one-time equity grant in the amount of $2,000,000. This equity grant will be denominated 50% ($1,000,000) in RSUs with a three year cliff vesting period, and 50% in PSUs aligned with the 2018 to 2020 performance cycle. The actual number of RSUs and PSUs awarded will be determined using the FMV on the day that the Committee meets after the offer has been accepted (anticipated award date is October 3, 2017).
|
7.
|
Your minimum level of required share ownership will increase from 15,000 to 75,000 ordinary shares of the Company. It is expected that you achieve this increased ownership requirement within a five-year period from the Effective Date of this role.
|
8.
|
As an Executive Officer, you will participate in the following programs:
|
a.
|
You will continue to be eligible for financial and retirement counseling services through a provider of your choice. These services include tax, estate, and financial planning assistance up to $11,000 for the first year (and final year) and up to $9,000 for each subsequent year. The cost for these services is imputed to your annual income based upon receipts submitted for qualified services.
|
b.
|
You will be provided with a new Change in Control Agreement ("CIC Agreement") which increases your severance payment (as defined in the CIC Agreement) multiple from 2.0 to 2.5 times your base salary plus your AIM target. A CIC Agreement provides economic security in the form of cash payments to the participant and enhanced coverage under certain benefit plans in the event of job loss caused by the sale of all or a substantial part of the Company. The actual agreement will be sent to you shortly after you assume this new role.
|
c.
|
You will continue to be provided with a company automobile in accordance with our company car policy, which in your case provides an automobile with a purchase value of up to $75,000. A portion of the benefit will be imputed to your statement of gross income for tax purposes.
|
d.
|
You will continue to be eligible for an enhanced Executive Long-Term Disability ("LTD") program that covers annual incentive compensation in addition to base salary and provides a greater benefit than offered in the standard group program.
|
9.
|
You will also continue to participate in following programs:
|
a.
|
Executive Deferred Compensation Plan.
|
b.
|
Executive Health Program.
|
c.
|
Key Management Plan ("KMP") as a supplemental pension plan.
|
d.
|
All employee benefit programs offered to Ingersoll Rand salaried employees in accordance with the terms and conditions of those programs.
|
10.
|
Based on your role in the Company, you are restricted from transactions involving ordinary shares of Company stock (exercising options, moving in or out of ordinary shares held in company plans, or buying or selling ordinary shares on the open market) except during designated window periods. You will receive communication from the Corporate Secretary when window periods are open along with instructions on how to execute transactions.
|
|
|
|
LIST OF SUBSIDIARIES OF INGERSOLL-RAND PLC
|
|
|
As of December 31, 2018
|
|
|
|
|
|
Name of Subsidiary
|
Jurisdiction of Formation
|
Percent of Ownership
|
AIRCO LIMITED
|
THAILAND
|
48%
|
|
|
|
AIRTEC LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
ALLIANCE COMPRESSORS LLC
|
DELAWARE
|
25%
|
|
|
|
AMAIR LIMITED
|
THAILAND
|
97%
|
|
|
|
ARO DE VENEZUELA, C.A.
|
VENEZUELA
|
100%
|
|
|
|
BEST MATIC INTERNATIONAL LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
BEST MATIC VERMOGENSVERWALTUNGS GMBH
|
GERMANY
|
100%
|
|
|
|
CALMAC CORP.
|
NEW YORK
|
100%
|
|
|
|
CELTRAK LIMITED
|
IRELAND
|
100%
|
|
|
|
CLUB CAR LIMITED
|
NEW ZEALAND
|
100%
|
|
|
|
CLUB CAR, LLC
|
DELAWARE
|
100%
|
|
|
|
COMERCIAL INGERSOLL-RAND (CHILE) LIMITADA
|
CHILE
|
100%
|
|
|
|
COMINGERSOLL-COMERCIO E INDUSTRIA DE EQUIPAMENTOS S.A. (PORTUGAL)
|
PORTUGAL
|
22%
|
|
|
|
COMPAGNIE INGERSOLL-RAND SAS
|
FRANCE
|
100%
|
|
|
|
COOL ENERGY LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
DALLAH TRANE FOR MANUFACTURING AIR-CONDITIONERS
|
SAUDI ARABIA
|
49%
|
|
|
|
DIASORIN INTERNATIONAL B.V.
|
NETHERLANDS
|
100%
|
|
|
|
DRADNATS INC.
|
DELAWARE
|
100%
|
|
|
|
EBB HOLDINGS LIMITED
|
BARBADOS
|
100%
|
|
|
|
FELLON-MCCORD & ASSOCIATES, LLC
|
KENTUCKY
|
100%
|
|
|
|
FILAIRCO INC.
|
PHILIPPINES
|
100%
|
FILAIRCO TECHNICAL SERVICES CO., INC.
|
PHILIPPINES
|
25%
|
|
|
|
FLEXENERGY HOLDINGS, LLC
|
DELAWARE
|
8%
|
|
|
|
FLOWCOOL LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
FRIGOBLOCK GROSSKOPF GMBH
|
GERMANY
|
100%
|
|
|
|
FRIGOBLOCK UK LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
GHH-RAND SCHRAUBENKOMPRESSOREN GMBH
|
GERMANY
|
100%
|
|
|
|
GOLF ACADEMIES LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
GPS INDUSTRIES, LLC
|
DELAWARE
|
100%
|
|
|
|
GPSI HOLDINGS, LLC
|
DELAWARE
|
100%
|
|
|
|
GPSI LEASING II - ACCORD, LLC
|
DELAWARE
|
100%
|
|
|
|
GPSI LEASING, LLC
|
DELAWARE
|
100%
|
|
|
|
GPSI TELEMATICS LLC
|
DELAWARE
|
100%
|
|
|
|
HERMANN TRANE HARRISBURG INC.
|
DELAWARE
|
100%
|
|
|
|
HIBON INC.
|
CANADA
|
100%
|
|
|
|
ICS COOL ENERGY (SAS)
|
FRANCE
|
100%
|
|
|
|
ICS COOL ENERGY AG
|
SWITZERLAND
|
100%
|
|
|
|
ICS COOL ENERGY B.V.
|
NETHERLANDS
|
100%
|
|
|
|
ICS COOL ENERGY GMBH
|
GERMANY
|
100%
|
|
|
|
ICS COOL ENERGY INVESTMENTS LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
ICS COOL ENERGY LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
ICS GROUP HOLDINGS LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
ICS HEAT PUMPS LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
ICS RENEWABLE ENERGY LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
ICS SERVICING LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
INDUSTRIAL CHILL SERVICING PRIVATE LTD.
|
MAURITIUS
|
100%
|
|
|
|
INGERSOLL RAND-TRANE ENERGY-SAVING SERVICES (SHANGHAI) CO., LTD.
|
CHINA
|
100%
|
|
|
|
INGERSOLL-RAND (AUSTRALIA) LTD.
|
AUSTRALIA
|
100%
|
|
|
|
INGERSOLL-RAND (CHANG ZHOU) TOOLS CO., LTD.
|
CHINA
|
100%
|
|
|
|
INGERSOLL-RAND (CHINA) INDUSTRIAL EQUIPMENT MANUFACTURING CO., LTD.
|
CHINA
|
100%
|
|
|
|
INGERSOLL-RAND (CHINA) INVESTMENT COMPANY LIMITED
|
CHINA
|
100%
|
|
|
|
INGERSOLL-RAND (EUROPE) LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
INGERSOLL-RAND (GIBRALTAR) HOLDING
|
GIBRALTAR
|
100%
|
|
|
|
INGERSOLL-RAND (GUILIN) TOOLS COMPANY LIMITED
|
CHINA
|
100%
|
|
|
|
INGERSOLL-RAND (HONG KONG) HOLDING COMPANY LIMITED
|
HONG KONG
|
100%
|
|
|
|
INGERSOLL-RAND (INDIA) LIMITED
|
INDIA
|
74%
|
|
|
|
INGERSOLL-RAND (SHANGHAI) TRADING CO., LTD.
|
CHINA
|
100%
|
|
|
|
INGERSOLL-RAND AB
|
SWEDEN
|
100%
|
|
|
|
INGERSOLL-RAND AIR SOLUTIONS HIBON SARL
|
FRANCE
|
100%
|
|
|
|
INGERSOLL-RAND BEST-MATIC AB
|
SWEDEN
|
100%
|
|
|
|
INGERSOLL-RAND BETEILIGUNGS UND GRUNDSTUCKSVERWALTUNGS GMBH
|
GERMANY
|
100%
|
|
|
|
INGERSOLL-RAND BUFORD LLC
|
DELAWARE
|
100%
|
|
|
|
INGERSOLL-RAND CHARITABLE FOUNDATION
|
DELAWARE
|
100%
|
|
|
|
INGERSOLL-RAND CHINA LIMITED
|
DELAWARE
|
100%
|
|
|
|
INGERSOLL-RAND CLIMATE LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
INGERSOLL-RAND CLIMATE SOLUTIONS PRIVATE LIMITED
|
INDIA
|
100%
|
|
|
|
INGERSOLL-RAND CLUB CAR S.A.S.
|
FRANCE
|
100%
|
|
|
|
INGERSOLL-RAND COLOMBIA S.A.S.
|
COLOMBIA
|
100%
|
|
|
|
INGERSOLL-RAND COMPANY
|
NEW JERSEY
|
100%
|
|
|
|
INGERSOLL-RAND COMPANY CHILE Y COMPAÑÍA LIMITADA
|
CHILE
|
100%
|
|
|
|
INGERSOLL-RAND COMPANY LIMITED (UK)
|
UNITED KINGDOM
|
100%
|
|
|
|
INGERSOLL-RAND COMPANY OF PERU S.A.C.
|
PERU
|
100%
|
|
|
|
INGERSOLL-RAND COMPANY SOUTH AFRICA (PTY) LIMITED
|
SOUTH AFRICA
|
100%
|
|
|
|
INGERSOLL-RAND COSTA RICA S.A.
|
COSTA RICA
|
100%
|
|
|
|
INGERSOLL-RAND CROATIA D.O.O. ZA TRGOVINU
|
CROATIA
|
100%
|
|
|
|
INGERSOLL-RAND CZ S.R.O.
|
CZECH REPUBLIC
|
100%
|
|
|
|
INGERSOLL-RAND DE MEXICO, SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE
|
MEXICO
|
100%
|
|
|
|
INGERSOLL-RAND DE PUERTO RICO, INC.
|
PUERTO RICO
|
100%
|
|
|
|
INGERSOLL-RAND EQUIPEMENTS DE PRODUCTION S.A.S.
|
FRANCE
|
100%
|
|
|
|
INGERSOLL-RAND EUROPEAN HOLDING COMPANY B.V.
|
NETHERLANDS
|
100%
|
|
|
|
INGERSOLL-RAND FINANCIAL SERVICES CORPORATION
|
DELAWARE
|
100%
|
|
|
|
INGERSOLL-RAND FINANCING LIMITED
|
IRELAND
|
100%
|
|
|
|
INGERSOLL-RAND FINLAND OY
|
FINLAND
|
100%
|
|
|
|
INGERSOLL-RAND FUNDING LTD.
|
BERMUDA
|
100%
|
|
|
|
INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED
|
DELAWARE
|
100%
|
|
|
|
INGERSOLL-RAND GMBH
|
GERMANY
|
100%
|
|
|
|
INGERSOLL-RAND HOLDINGS B.V.
|
NETHERLANDS
|
100%
|
|
|
|
INGERSOLL-RAND HOLDINGS LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
INGERSOLL-RAND INDUSTRIA, COMERCIO E SERVICOS DE AR CONDICIONADO, AR COMPRIMIDO E REFRIGERACAO LTDA.
|
BRAZIL
|
100%
|
|
|
|
INGERSOLL-RAND INTERNATIONAL (INDIA) PRIVATE LIMITED
|
INDIA
|
100%
|
|
|
|
INGERSOLL-RAND INTERNATIONAL FINANCE LIMITED
|
IRELAND
|
100%
|
|
|
|
INGERSOLL-RAND INTERNATIONAL HOLDING LLC
|
NEW JERSEY
|
100%
|
INGERSOLL-RAND INTERNATIONAL LIMITED
|
IRELAND
|
100%
|
|
|
|
INGERSOLL-RAND IRISH HOLDINGS UNLIMITED COMPANY
|
IRELAND
|
100%
|
|
|
|
INGERSOLL-RAND ITALIA S.R.L.
|
ITALY
|
100%
|
|
|
|
INGERSOLL-RAND ITALIANA S.P.A.
|
ITALY
|
100%
|
|
|
|
INGERSOLL-RAND ITS JAPAN LTD.
|
JAPAN
|
100%
|
|
|
|
INGERSOLL-RAND JAPAN, LTD.
|
JAPAN
|
100%
|
|
|
|
INGERSOLL-RAND KOREA HOLDING LLC
|
DELAWARE
|
100%
|
|
|
|
INGERSOLL-RAND KOREA LIMITED
|
KOREA, REPUBLIC OF
|
100%
|
|
|
|
INGERSOLL-RAND LATIN AMERICA B.V.
|
NETHERLANDS
|
100%
|
|
|
|
INGERSOLL-RAND LATIN AMERICA, S. DE R.L. DE C.V.
|
MEXICO
|
100%
|
|
|
|
INGERSOLL-RAND LUX EURO III FINANCING S.À R.L.
|
LUXEMBOURG
|
100%
|
|
|
|
INGERSOLL-RAND LUX HOLDINGS II COMPANY S.À R.L.
|
LUXEMBOURG
|
100%
|
|
|
|
INGERSOLL-RAND LUX INTERNATIONAL HOLDING COMPANY S.À R.L.
|
LUXEMBOURG
|
100%
|
|
|
|
INGERSOLL-RAND LUXEMBOURG FINANCE S.A.
|
LUXEMBOURG
|
100%
|
|
|
|
INGERSOLL-RAND LUXEMBOURG UNITED S.À R.L.
|
LUXEMBOURG
|
100%
|
|
|
|
INGERSOLL-RAND MACHINERY (SHANGHAI) COMPANY LIMITED
|
CHINA
|
100%
|
|
|
|
INGERSOLL-RAND MALAYSIA CO. SDN. BHD.
|
MALAYSIA
|
100%
|
|
|
|
INGERSOLL-RAND MANUFACTURA, S. DE R.L DE C.V.
|
MEXICO
|
100%
|
|
|
|
INGERSOLL-RAND MANUFACTURING S.R.O.
|
CZECH REPUBLIC
|
100%
|
|
|
|
INGERSOLL RAND MAROC S.À R.L.
|
MOROCCO
|
100%
|
|
|
|
INGERSOLL-RAND NETHERLANDS B.V.
|
NETHERLANDS
|
100%
|
|
|
|
INGERSOLL-RAND NEXIA INTELLIGENCE LLC
|
DELAWARE
|
100%
|
|
|
|
INGERSOLL-RAND NY, INC.
|
DELAWARE
|
100%
|
|
|
|
INGERSOLL-RAND PHILIPPINES, INC.
|
PHILIPPINES
|
100%
|
INGERSOLL-RAND UKRAINE LIMITED LIABILITY COMPANY
|
UKRAINE
|
100%
|
|
|
|
INGERSOLL-RAND VIETNAM COMPANY LIMITED
|
VIETNAM
|
100%
|
|
|
|
INGERSOLL-RAND WORLD TRADE GMBH
|
SWITZERLAND
|
100%
|
|
|
|
INGERSOLL-RAND WORLDWIDE CAPITAL S.À R.L.
|
LUXEMBOURG
|
100%
|
|
|
|
INGERSOLL-RAND ZIMBABWE (PRIVATE) LIMITED
|
ZIMBABWE
|
100%
|
|
|
|
IR CANADA HOLDINGS ULC
|
CANADA
|
100%
|
|
|
|
IR CANADA SALES & SERVICE ULC
|
CANADA
|
100%
|
|
|
|
IR FRANCE SAS
|
FRANCE
|
100%
|
|
|
|
MB AIR SYSTEMS LIMITED
|
UNITED KINGDOM
|
100%
|
|
|
|
MITSUBISHI ELECTRIC TRANE HVAC US LLC
|
DELAWARE
|
50%
|
|
|
|
OFFICINA MECCANICHE INDUSTRIALI SRL
|
ITALY
|
100%
|
|
|
|
PERFECT PITCH, L.P.
|
DELAWARE
|
68%
|
|
|
|
PLURIFILTER D.O.O.
|
SLOVENIA
|
100%
|
|
|
|
PRIME AIR LIMITED
|
THAILAND
|
100%
|
|
|
|
PT INGERSOLL-RAND INDONESIA
|
INDONESIA
|
100%
|
|
|
|
PT TRANE INDONESIA
|
INDONESIA
|
100%
|
|
|
|
R&O IMMOBILIEN GMBH
|
GERMANY
|
100%
|
|
|
|
REFTRANS, S.A.
|
SPAIN
|
85%
|
|
|
|
SHANGHAI INGERSOLL-RAND COMPRESSOR LIMITED
|
CHINA
|
100%
|
|
|
|
SOCIETE TRANE SAS
|
FRANCE
|
100%
|
|
|
|
SPANASHVIEW UNLIMITED COMPANY
|
IRELAND
|
100%
|
|
|
|
STANDARD CENTENNIAL PROPERTY, LLC
|
DELAWARE
|
100%
|
|
|
|
STANDARD COMPRESSORS INC.
|
DELAWARE
|
100%
|
|
|
|
STANDARD INDUSTRIAL MINERAL PRODUCTS CORP.
|
PHILIPPINES
|
40%
|
|
|
|
STANDARD RESOURCES AND DEVELOPMENT CORPORATION
|
PHILIPPINES
|
40%
|
|
|
|
STANDARD TRANE INSURANCE COMPANY
|
NORTH CAROLINA
|
100%
|
|
|
|
STANDARD TRANE INSURANCE IRELAND DESIGNATED ACTIVITY COMPANY
|
IRELAND
|
100%
|
|
|
|
STANDARD TRANE WARRANTY COMPANY
|
SOUTH CAROLINA
|
100%
|
|
|
|
T.I. SOLUTIONS (ISRAEL) LTD.
|
ISRAEL
|
100%
|
|
|
|
TAST LIMITED
|
THAILAND
|
48%
|
|
|
|
THE TRANE COMPANY
|
NEVADA
|
100%
|
|
|
|
THERMO KING CONTAINER TEMPERATURE CONTROL (SUZHOU) CORPORATION LTD.
|
CHINA
|
82%
|
|
|
|
THERMO KING CONTAINER-DENMARK A/S
|
DENMARK
|
100%
|
|
|
|
THERMO KING CORPORATION
|
DELAWARE
|
100%
|
|
|
|
THERMO KING DE PUERTO RICO, INC.
|
DELAWARE
|
100%
|
|
|
|
THERMO KING EUROPEAN MANUFACTURING LIMITED
|
IRELAND
|
100%
|
|
|
|
THERMO KING INDIA PRIVATE LIMITED
|
INDIA
|
100%
|
|
|
|
THERMO KING IRELAND LIMITED
|
IRELAND
|
100%
|
|
|
|
THERMO KING PUERTO RICO MANUFACTURA, INC.
|
PUERTO RICO
|
100%
|
|
|
|
THERMO KING SERVICES LIMITED
|
IRELAND
|
100%
|
|
|
|
THERMO KING SVC, INC.
|
DELAWARE
|
100%
|
|
|
|
THERMO KING TRADING COMPANY
|
DELAWARE
|
100%
|
|
|
|
THERMO KING TRANSPORTKOELING B.V.
|
NETHERLANDS
|
100%
|
|
|
|
TK PUERTO RICO AIRE, INC.
|
PUERTO RICO
|
100%
|
|
|
|
TK PUERTO RICO COMERCIAL, INC.
|
PUERTO RICO
|
100%
|
|
|
|
TK PUERTO RICO ENSAMBLAJE, INC.
|
PUERTO RICO
|
100%
|
|
|
|
TK PUERTO RICO FABRICACION, INC.
|
PUERTO RICO
|
100%
|
|
|
|
TK PUERTO RICO LOGISTICA, INC.
|
PUERTO RICO
|
100%
|
TK PUERTO RICO OPERACIONES INDUSTRIALES, INC.
|
PUERTO RICO
|
100%
|
|
|
|
TK PUERTO RICO PRODUCCION, INC.
|
PUERTO RICO
|
100%
|
|
|
|
TK PUERTO RICO SOLUCIONES CLIMATICAS, INC.
|
PUERTO RICO
|
100%
|
|
|
|
TK PUERTO RICO TECNOLOGIAS, INC.
|
PUERTO RICO
|
100%
|
|
|
|
TM AIR CONDITIONING SDN. BHD.
|
MALAYSIA
|
100%
|
|
|
|
TRANE (IRELAND) LIMITED
|
IRELAND
|
100%
|
|
|
|
TRANE (SCHWEIZ) GMBH / TRANE (SUISSE) S.A.R.L.
|
SWITZERLAND
|
100%
|
|
|
|
TRANE (THAILAND) LIMITED
|
THAILAND
|
100%
|
|
|
|
TRANE (UK) LTD.
|
UNITED KINGDOM
|
100%
|
|
|
|
TRANE AIR CONDITIONING PRODUCTS LIMITED
|
CAYMAN ISLANDS
|
100%
|
|
|
|
TRANE AIR CONDITIONING SYSTEMS (CHINA) CO. LTD.
|
CHINA
|
100%
|
|
|
|
TRANE AIR CONDITIONING SYSTEMS AND SERVICE CO., LIMITED
|
HONG KONG
|
100%
|
|
|
|
TRANE AIRCONDITIONING PTE. LTD.
|
SINGAPORE
|
100%
|
|
|
|
TRANE AIRE ACONDICIONADO S.L.
|
SPAIN
|
100%
|
|
|
|
TRANE BERMUDA LTD.
|
BERMUDA
|
100%
|
|
|
|
TRANE BRANDS, INC.
|
DELAWARE
|
100%
|
|
|
|
TRANE BVBA
|
BELGIUM
|
100%
|
|
|
|
TRANE CANADA LP
|
CANADA
|
100%
|
|
|
|
TRANE CANADA ULC
|
CANADA
|
100%
|
|
|
|
TRANE CENTRAL AMERICA, INC.
|
DELAWARE
|
100%
|
|
|
|
TRANE CHINA HOLDINGS LIMITED
|
CAYMAN ISLANDS
|
100%
|
|
|
|
TRANE CLIMATE MANUFACTURING S.R.L.
|
ITALY
|
100%
|
|
|
|
TRANE CR SPOL SRO.
|
CZECH REPUBLIC
|
100%
|
|
|
|
TRANE DE ARGENTINA S.A.
|
ARGENTINA
|
100%
|
|
|
|
TRANE DE CHILE S.A.
|
CHILE
|
100%
|
|
|
|
TRANE DE COLOMBIA S.A.
|
COLOMBIA
|
100%
|
|
|
|
TRANE DEUTSCHLAND GMBH
|
GERMANY
|
100%
|
|
|
|
TRANE DISTRIBUTION PTE LTD
|
SINGAPORE
|
100%
|
|
|
|
TRANE DO BRASIL INDÚSTRIA E COMÉRCIO DE PRODUCTOS PARA CONDICIONAMENTO DE AR LTDA.
|
BRAZIL
|
100%
|
|
|
|
TRANE DOMINICANA, S.R.L.
|
DOMINICAN REPUBLIC
|
100%
|
|
|
|
TRANE EGYPT LLC
|
EGYPT
|
99%
|
|
|
|
TRANE ENERGY CHOICE, LLC
|
DELAWARE
|
100%
|
|
|
|
TRANE EUROPE HOLDINGS B.V.
|
NETHERLANDS
|
100%
|
|
|
|
TRANE EXPORT LLC
|
DELAWARE
|
100%
|
|
|
|
TRANE FINANCE SPRL
|
BELGIUM
|
100%
|
|
|
|
TRANE FOUNDATION OF NEW YORK
|
NEW YORK
|
100%
|
|
|
|
TRANE FRANCE SAS
|
FRANCE
|
100%
|
|
|
|
TRANE GMBH
|
AUSTRIA
|
100%
|
|
|
|
TRANE GP INC.
|
CANADA
|
100%
|
|
|
|
TRANE GRID SERVICES LLC
|
KENTUCKY
|
100%
|
|
|
|
TRANE HELLAS S.A.
|
GREECE
|
100%
|
|
|
|
TRANE HOLDING CO.
|
CANADA
|
100%
|
|
|
|
TRANE HOLDINGS COMPANY YK
|
JAPAN
|
100%
|
|
|
|
TRANE HUNGARY KFT
|
HUNGARY
|
100%
|
|
|
|
TRANE INC.
|
DELAWARE
|
100%
|
|
|
|
TRANE INC. OF DELAWARE
|
DELAWARE
|
100%
|
|
|
|
TRANE INDIA LTD.
|
DELAWARE
|
100%
|
|
|
|
TRANE INTERNATIONAL INC.
|
DELAWARE
|
100%
|
TRANE IP INC.
|
DELAWARE
|
100%
|
|
|
|
TRANE ITALIA S.R.L
|
ITALY
|
100%
|
|
|
|
TRANE JAPAN, LTD.
|
JAPAN
|
100%
|
|
|
|
TRANE KLIMA TICARET AS
|
TURKEY
|
100%
|
|
|
|
TRANE KOREA, INC.
|
KOREA, REPUBLIC OF
|
100%
|
|
|
|
TRANE KUWAIT AIRCONDITIONING CO WLL
|
KUWAIT
|
49%
|
|
|
|
TRANE L.P.
|
BERMUDA
|
100%
|
|
|
|
TRANE MALAYSIA SALES & SERVICES SDN. BHD.
|
MALAYSIA
|
100%
|
|
|
|
TRANE PUERTO RICO LLC
|
DELAWARE
|
100%
|
|
|
|
TRANE QATAR LLC
|
QATAR
|
49%
|
|
|
|
TRANE ROMANIA S.R.L.
|
ROMANIA
|
100%
|
|
|
|
TRANE S.A.
|
SWITZERLAND
|
100%
|
|
|
|
TRANE S.A.E.
|
EGYPT
|
100%
|
|
|
|
TRANE SERVICEFIRST, C.A.
|
VENEZUELA
|
100%
|
|
|
|
TRANE SISTEMAS INTEGRALES, S. DE R.L. DE C.V.
|
MEXICO
|
100%
|
|
|
|
TRANE SUPPORT SAS
|
FRANCE
|
100%
|
|
|
|
TRANE SWEDEN AB
|
SWEDEN
|
100%
|
|
|
|
TRANE SYSTEMS SOLUTIONS OF PANAMA, INC.
|
PANAMA
|
100%
|
|
|
|
TRANE TAIWAN DISTRIBUTION LTD.
|
TAIWAN PROVINCE OF CHINA
|
100%
|
|
|
|
TRANE U.S. INC.
|
DELAWARE
|
100%
|
|
|
|
TRANE VIDALIA LLC
|
GEORGIA
|
100%
|
|
|
|
TRANE VIETNAM SERVICES COMPANY LIMITED
|
VIETNAM
|
100%
|
|
|
|
TRANE, S.A. DE C.V.
|
MEXICO
|
100%
|
|
|
|
TRICOOL THERMAL LIMITED
|
UNITED KINGDOM
|
100%
|
TSI ANSTALT LTD.
|
LIECHTENSTEIN
|
100%
|
|
|
|
TWENTYTHREEC, LLC
|
DELAWARE
|
100%
|
|
|
|
TYS LIMITED
|
HONG KONG
|
50%
|
|
|
|
WORLD STANDARD LTD.
|
DELAWARE
|
100%
|
|
|
|
ZEKS COMPRESSED AIR SOLUTIONS LLC
|
DELAWARE
|
100%
|
1.
|
I have reviewed the Annual Report on Form 10-K of Ingersoll-Rand plc for the year ended
December 31, 2018
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 12, 2019
|
|
/s/ Michael W. Lamach
|
|
|
|
Michael W. Lamach
|
|
|
|
Principal Executive Officer
|
1.
|
I have reviewed the Annual Report on Form 10-K of Ingersoll-Rand plc for the year ended
December 31, 2018
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 12, 2019
|
|
/s/ Susan K. Carter
|
|
|
|
Susan K. Carter
|
|
|
|
Principal Financial Officer
|
|
/s/ Michael W. Lamach
|
Michael W. Lamach
|
Principal Executive Officer
|
February 12, 2019
|
|
/s/ Susan K. Carter
|
Susan K. Carter
|
Principal Financial Officer
|
February 12, 2019
|