Trane Technologies (TT) 10-K risk factor changes: FY2019 vs FY2018

[removed: Our] [added: *Our] business, financial condition, results of operations, and cash flows are subject to a number of risks that could cause the actual results and conditions to differ materially from those projected in forward-looking statements contained in this Annual Report on Form 10-K.

In that case, the trading price of our ordinary shares could decline, and you may lose all or part of your [removed: investment.][added: investment.*]

[removed: Our] [added: Our] global operations subject us to economic [removed: risks.][added: risks.]

[removed: We] [added: We] face significant competition in the markets that we serve and our growth is dependent, in part, on the development, commercialization and acceptance of new products and [removed: services.][added: services.]

The development and commercialization of new products and services require a significant investment of resources and an anticipation of the impact of new technologies and the ability to compete with others who may have superior [removed: resources.][added: resources in specific technology domains.]

[removed: The] [added: The] capital and credit markets are important to our [removed: business.][added: business.]

Limitations on the ability of customers, suppliers or financial counterparties to access credit at interest rates and on terms that are acceptable to them could lead to [added: insolvencies of key suppliers and customers, limit or prevent customers from obtaining credit to finance purchases of our products and services and cause delays in the delivery of key products from suppliers.]

[removed: Currency] [added: Currency] exchange rate fluctuations and other related risks may adversely affect our [removed: results.][added: results.]

[removed: Material] [added: Material] adverse legal judgments, fines, penalties or settlements could adversely affect our results of operations or financial [removed: condition.][added: condition.]

[removed: Our] [added: Our] reputation, ability to do business and results of operations could be impaired by improper conduct by any of our employees, agents or business [removed: partners.][added: partners.]

[removed: We] [added: We] may be subject to risks relating to our information technology [removed: systems.][added: systems.]

We [removed: are also investing] [added: invest] in new information technology systems [removed: that are] designed to [removed: continue improving] [added: improve] our operations.

[removed: If these systems cease to function properly, if these systems experience security breaches or disruptions or if these systems do not] provide the anticipated benefits, our ability to manage our operations could be impaired, which could have a material adverse impact on our results of operations, financial condition, and cash flows.

[removed: Security] [added: Security] breaches or disruptions of our technology systems, infrastructure or products could negatively impact our business and financial [removed: results.][added: results.]

Like other large companies, certain of our information technology systems have been subject to computer viruses, malicious [removed: codes,] [added: code,] unauthorized access, phishing [removed: efforts,] [added: attempts,] denial-of-service attacks and other cyber attacks and we expect to be subject to similar attacks in the future.

The methods used to obtain unauthorized access, disable or degrade service, or sabotage [added: information technology] systems are constantly changing and evolving.

Hardware, software or applications we develop or obtain from third parties may contain defects in design or [removed: manufacture] [added: deployment] or other problems that could unexpectedly result in security breaches or disruptions.

Any of these incidents could cause significant harm to our business by negatively impacting our business operations, compromising the security of our proprietary information or the personally identifiable [removed: data relating to] [added: information of] our customers, employees and business [removed: partners and] [added: partners,] exposing us to litigation or other legal actions against us or the imposition of penalties, fines, fees or liabilities.

[removed: Commodity] [added: Commodity] shortages and price increases could adversely affect our financial [removed: results.][added: results.]

[removed: We] [added: We] may be required to recognize impairment charges for our goodwill and other indefinite-lived intangible [removed: assets.][added: assets.]

At December 31, [removed: 2018,] [added: 2019,] the net carrying value of our goodwill and other indefinite-lived intangible assets totaled [removed: $6.0] [added: $6.8] billion and [removed: $2.7] [added: $2.8] billion, respectively.

[removed: Global] [added: Global] climate change and related regulations could negatively affect our [removed: business.][added: business.]

Refrigerants are essential to many of our products and there is [removed: a growing awareness and] concern regarding the global warming potential of such materials.

As such, national, regional and international regulations and policies are being [removed: considered] [added: implemented] to curtail their use.

As regulations reduce the use of the current class of widely used refrigerants, our next generation solutions are being adopted globally, with sales in [removed: 32] [added: more than 30] countries to date.

[removed: Industrial countries] [added: Countries] may pass regulations that are even more restrictive than [removed: these] [added: this] international [removed: accords.][added: accord.]

[removed: Natural disasters] [added: Natural disasters, epidemics] or other unexpected events may disrupt our operations, adversely affect our results of operations and financial condition, and may not be fully covered by [removed: insurance.][added: insurance.]

The occurrence of one or more unexpected [removed: events,] [added: events] including hurricanes, fires, earthquakes, floods and other forms of severe [removed: weather] [added: weather, health epidemics or pandemics or other contagious outbreaks or other unexpected events] in the U.S. or in other countries in which we operate or are located could adversely affect our operations and financial performance.

Natural disasters, power [removed: outages] [added: outages, health epidemics] or [added: pandemics or] other [added: contagious outbreaks or other] unexpected events could result in physical damage to and complete or partial closure of one or more of our plants, temporary or long-term disruption of our operations by causing business interruptions or by impacting the availability and cost of materials needed for manufacturing.

The occurrence of any of these events could increase our insurance and other operating [removed: costs.][added: costs or harm our sales in affected areas.]

[removed: Some] [added: Some] of the markets in which we operate are cyclical and seasonal and demand for our products and services could be adversely affected by downturns in these [removed: industries.][added: industries.]

[removed: Our] [added: Our] business strategy includes acquiring companies, product lines, plants and assets, entering into joint ventures and making investments that complement our existing businesses.

Acquisitions, dispositions, joint ventures and investments that we identify could be unsuccessful or consume significant resources, which could adversely affect our operating [removed: results.][added: results.]

[removed: Our] [added: Our] operations are subject to regulatory [removed: risks.][added: risks.]

[removed: Risks] [added: Risks] Relating to Our Operations and Corporate [removed: Structure][added: Structure]

[removed: Changes] [added: Changes] in tax or other laws, regulations or treaties, including the enactment of the U.S. Tax Cuts and Jobs Act, changes in our status under U.S. or non-U.S. laws or adverse determinations by taxing or other governmental authorities could increase our tax burden or otherwise affect our financial condition or operating results, as well as subject our shareholders to additional [removed: taxes.][added: taxes.]

We recorded certain charges and benefits in connection with the Act and have taken a charge in connection with the mandatory deemed repatriation of earnings of certain of our Non-U.S. subsidiaries, and we have recorded other charges and benefits, set forth in greater detail in Note [removed: 16] [added: 18] to the Consolidated Financial Statements.

[removed: Irish] [added: Irish] law differs from the laws in effect in the United States and may afford less protection to holders of our [removed: securities.][added: securities.]

As an Irish company, we are governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer [removed: transactions] [added: transactions, indemnification of directors] and shareholder lawsuits.

[removed: In addition,] Irish law allows shareholders to authorize share capital which then can be issued by a board of directors without shareholder approval.

While we understand our markets and competitive landscape, there is always the risk of disruptive technologies coming from companies that are not traditionally manufacturers or service providers of our products.

In addition, changes in regulatory standards or industry practices, such as the transition away from LIBOR as a benchmark for short-term interest rates, could create incremental uncertainty in obtaining financing or increase the cost of borrowing for us, our suppliers or our customers.

If these systems cease to function properly, if these systems experience security breaches or disruptions or if these systems do not

In accordance with generally accepted accounting principles, we assess these assets annually during the fourth quarter for impairment or when there is a significant change in events or circumstances that indicate that the fair value of an asset is more likely than not less than the carrying amount of the asset.

Our climate commitment requires us to offer a full line of next generation, lower global warming potential products by 2030 without compromising safety or energy efficiency.

There are additional risks related to our Reverse Morris Trust transaction, see page 15 under "Risks Related to the Transactions" for more information.

Intellectual property infringement claims of others and the inability to protect our intellectual property rights could harm our competitive position.

The Company's intellectual property rights are important to its business and include numerous patents, trademarks, copyrights, trade secrets, proprietary technology, technical data, business processes, and other confidential information.

Although in aggregate we consider our intellectual property rights to be valuable to our operations, we do not believe that our business is materially dependent on a single intellectual property right or any group of them.

In our opinion, engineering, production skills and experience are more responsible for our market position than our patents and/or licenses.

Nonetheless, this intellectual property may be subject to challenge, infringement, invalidation or circumvention by third parties.

Despite extensive security measures, our intellectual property may be subject to misappropriation through unauthorized access of our information technology systems, employee theft, or theft by private parties or foreign actors, including those affiliated with or controlled by state actors.

Our business and competitive position could be harmed by such events.

Our ability to protect our intellectual property rights by legal recourse or otherwise may be limited, particularly in countries where laws or enforcement practices are inadequate or undeveloped.

Our inability to enforce our IP rights under any of these circumstances could have an impact on our competitive position and business.

In addition, Irish law does not allow for any form of legal proceedings directly equivalent to the class action available in the United States.

Risks Related to the Transactions

In April 2019, we announced that we entered into a Reverse Morris Trust transaction with Gardner Denver Holdings, Inc. (GDI) pursuant to which we would cause specific assets and liabilities of our Industrial segment to be transferred to a newly formed wholly-owned subsidiary, Ingersoll-Rand U.S. HoldCo.

Inc. (Ingersoll Rand Industrial), and then distribute the shares of common stock of Ingersoll Rand Industrial to our shareholders (the Distribution).

Charm Merger Sub Inc., which is a newly formed wholly-owned subsidiary of GDI (Merger Sub), would be merged with and into Ingersoll Rand Industrial, with Ingersoll Rand Industrial surviving such merger as a wholly-owned subsidiary of GDI.

We refer to these transactions as the “Transactions.” The Transactions will result in GDI acquiring our Industrial business and our shareholders receiving shares of GDI as a result of the merger.

Following the merger, the combined company is expected to be renamed and operate under the name Ingersoll Rand Inc. and its common stock is expected to be listed on the New York Stock Exchange under our existing ticker symbol “IR”.

Our remaining Climate business will be renamed Trane Technologies plc and will trade under the ticker symbol “TT.”

The proposed Reverse Morris Trust transaction with GDI is subject to various risks and uncertainties, and there is no assurance that the transaction will be completed on the terms or timeline contemplated, if at all.

The consummation of the merger is subject to numerous conditions, including (i) consummation of certain transactions (such as the separation of the Ingersoll Rand Industrial Business from our other business) and financings, (ii) the receipt of GDI stockholder approval for the transaction, and (iii) the receipt of certain regulatory approvals.

The completion of the pending Reverse Morris

Trust transaction is also subject to our receipt of an opinion (i) from U.S. tax counsel regarding the qualification of each of the distribution of shares of a company comprised of our Industrial segment businesses to our shareholders, certain internal transactions undertaken in anticipation of such distribution and the subsequent merger of this company with GDI as a tax-free transaction for U.S. federal income tax purposes and (ii) from Irish tax counsel that there will be no adverse Irish tax consequences, other than in respect of certain tax matters relevant only to certain of our Irish shareholders, as a result of the transaction.

The completion of the transaction is also subject to the receipt by GDI of an opinion from its U.S. tax counsel regarding the qualification of the merger as a tax-free transaction for U.S. federal income tax purposes.

There can be no assurance that the merger and related transactions will be consummated on the terms or timeline currently contemplated, or at all.

Governmental agencies may not approve the merger or the related transactions necessary to complete the merger or may impose conditions to the approval of such transactions or require changes to the terms of such transactions.

Any such conditions or changes could have the effect of delaying completion of the merger or otherwise reducing the anticipated benefits of the merger and such condition or change might cause the Company and/or GDI to restructure or terminate the merger or the related transactions.

We are subject to business uncertainties while the Reverse Morris Trust transaction with GDI is pending and the transaction may have an adverse effect on us even if not completed.

Uncertainty about the effect of the pending Reverse Morris Trust transaction with GDI on our employees, customers, partners, and suppliers may have adverse effects on our business, financial condition and results of operations.

Our employees may be distracted due to uncertainty about their future roles with each of the separate companies pending the completion of the transaction, and we may face challenges in attracting, retaining and motivating key employees.

Some of our suppliers or customers may delay or defer decisions or may end their relationships with us or our Industrial segment businesses, which could negatively affect revenues, earnings and cash flows of ours and our Industrial segment businesses.

Execution of the proposed transaction will require significant time and attention from management, which may distract management from the operation of our businesses and the execution of other initiatives that may have been beneficial to us.

Any delays in completion of the proposed Reverse Morris Trust transaction may increase the amount of time, effort, and expense that we devote to the transaction.

We will be required to pay certain costs and expenses relating to the transaction, such as legal, accounting and other professional fees, whether or not it is completed.

We may experience negative reactions from the financial markets if we fail to complete the transaction.

Any of these factors could have a material adverse effect on our financial condition, results of operations, cash flows and the market price of our shares.

insolvencies of key suppliers and customers, limit or prevent customers from obtaining credit to finance purchases of our products and services and cause delays in the delivery of key products from suppliers.

In accordance with generally accepted accounting principles, we periodically assess these assets to determine if they are impaired.

Our climate commitment requires us to fully transition out of current refrigerants

by 2030 without compromising safety or energy efficiency.

[removed: The] [added: *The] following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties.

The following section is qualified in its entirety by the more detailed information, including our financial statements and the notes thereto, which appears elsewhere in this Annual [removed: Report.][added: Report.*]

[removed: Overview][added: Overview]

[removed: Organization][added: Organization]

We generate revenue and cash primarily through the design, manufacture, sale and service of a diverse portfolio of industrial and commercial products that include well-recognized, premium brand names such as [removed: Ingersoll-Rand®, Trane®, Thermo King®,] American Standard®, ARO®, [removed: and] Club [removed: Car®.][added: Car®, Ingersoll-Rand®, Thermo King® and Trane®.]

[removed: Trends] [added: Trends] and Economic [removed: Events][added: Events]

Given the broad range of products manufactured and geographic markets served, management uses a variety of factors to [removed: predict] [added: forecast] the outlook for the Company.

Heating, Ventilation, and Air Conditioning (HVAC) [removed: equipment] [added: equipment,] replacement, services, controls and aftermarket continue to experience [removed: strong] [added: healthy] demand.

While geopolitical uncertainty exists in markets such as Europe, Asia and Latin America, we [removed: are confident we will continue] [added: expect growth in] our [removed: strong performance globally.][added: HVAC markets in 2020.]

[removed: In 2019, we] [added: We] expect [removed: positive] growth [added: at the enterprise level to continue] in [removed: both our Climate and Industrial segments, each] [added: 2020,] benefiting from operational excellence initiatives, new product launches and continued [removed: productivity] [added: sales excellence] programs.

[removed: Significant Events][added: Significant Events]

[removed: Acquisitions] [added: *Acquisitions] and Equity [removed: Investments][added: Investments*]

During [removed: 2017,] [added: 2019,] we acquired several [removed: businesses, including channel acquisitions,] [added: businesses] that complement existing products and services.

Acquisitions within the Climate segment [removed: primarily] consisted of [added: an] independent [removed: dealers which] [added: dealer to] support the ongoing strategy to expand our distribution network in North [removed: America.][added: America as well as other businesses that strengthen our product portfolio.]

[removed: The Business] [added: PFS, reported in the Industrial segment,] is a manufacturer of precision flow control equipment including [removed: electric diaphragm] [added: precision dosing] pumps and controls that serve the global water, oil and gas, agriculture, industrial and specialty market segments.

[removed: Share] [added: *Share] Repurchase Program and [removed: Dividends][added: Dividends*]

In October 2018, our Board of Directors authorized the repurchase of up to $1.5 billion of our ordinary shares [added: under a share repurchase program (2018 Authorization)] upon completion of the 2017 Authorization.

[removed: However, no] [added: No] material amounts were repurchased under this program [removed: during] [added: in] 2018.

This [removed: reflects] [added: reflected] an 18% increase that began with our September 2018 payment and an 83% increase since the beginning of 2016.

[removed: Issuance and Redemption] [added: *Issuance] of Senior [removed: Notes][added: Notes*]

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

It includes Trane® and American Standard® Heating & Air Conditioning which provide heating, ventilation and air conditioning (HVAC) systems, and commercial and residential building services, parts, support and controls; energy services and building automation through Trane Building [removed: Advantage] [added: AdvantageTM] and [removed: Nexia;] [added: NexiaTM ;] and Thermo King® transport temperature control solutions.

It includes compressed air and gas systems and services, power tools, material handling systems, [removed: ARO®] fluid management [removed: equipment,] [added: systems,] as well as Club Car ® golf, utility and consumer low-speed vehicles.

Segment operating income [added: on an as reported basis] is the measure of profit and loss that our chief operating decision maker uses to evaluate the financial performance of the business and as the basis for performance reviews, compensation and resource allocation.

We define Segment operating margin as Segment operating income as a percentage of [removed: Net revenues.][added: *Net revenues*.]

[removed: Year] [added: Year] Ended December 31, [removed: 2018] [added: 2019] Compared to the Year Ended December 31, [removed: 2017][added: 2018 - Consolidated Results]

| [removed: Dollar] [added: Dollar] amounts in [removed: millions] [added: millions] | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: Period Change] [added: Period Change] | | | | [removed: 2018 %] [added: 2019 %] of [removed: Revenues] [added: Revenues] | | [removed: 2017 %] [added: 2018 %] of [removed: Revenues] [added: Revenues] |

| Net revenues | | $ | [removed: 15,668.2] [added: 16,598.9] | | | $ | [removed: 14,197.6] [added: 15,668.2] | | | $ | [removed: 1,470.6] [added: 930.7] | | | | | |

| Cost of goods sold | | [removed: (10,847.6] [added: (11,451.5] | | ) | | [removed: (9,811.6] [added: (10,847.6] | | ) | | [removed: (1,036.0] [added: (603.9] | | ) | | [removed: 69.2%] [added: 69.0%] | | [removed: 69.1%] [added: 69.2%] |

[removed: | Selling] [added: Selling] and [removed: administrative expenses | | (2,903.2 | | ) | | (2,720.7 | | ) | | (182.5 | | ) | | 18.5% | | 19.2% |][added: Administrative Expenses]

| Operating income | | [removed: 1,917.4] [added: 2,017.6] | | | | [removed: 1,665.3] [added: 1,917.4] | | | | [removed: 252.1] [added: 100.2] | | | | 12.2% | | [removed: 11.7%] [added: 12.2%] |

| Interest expense | | [removed: (220.7] [added: (243.0] | | ) | | [removed: (215.8] [added: (220.7] | | ) | | [removed: (4.9] [added: (22.3] | | ) | | | | |

[removed: | Other] [added: Other] income/(expense), [removed: net | | (36.4 | | ) | | (31.6 | | ) | | (4.8 | | ) | | | | |][added: net]

| Earnings before income taxes | | [removed: 1,660.3] [added: 1,741.6] | | | | [removed: 1,417.9] [added: 1,660.3] | | | | [removed: 242.4] [added: 81.3] | | | | | | |

[removed: | Provision] [added: Provision] for [removed: income taxes | | (281.3 | | ) | | (80.2 | | ) | | (201.1 | | ) | | | | |][added: Income Taxes]

| Earnings from continuing operations | | [removed: 1,379.0] [added: 1,387.9] | | | | [removed: 1,337.7] [added: 1,379.0] | | | | [removed: 41.3] [added: 8.9] | | | | | | |

| Discontinued operations, net of tax | | [removed: (21.5] [added: 40.6] | | [removed: )] | | [removed: (25.4] [added: (21.5] | | ) | | [removed: 3.9] [added: 62.1] | | | | | | |

| Net earnings | | $ | [removed: 1,357.5] [added: 1,428.5] | | | $ | [removed: 1,312.3] [added: 1,357.5] | | | $ | [removed: 45.2] [added: 71.0] | | | | | |

[removed: Net Revenues][added: Net Revenues]

[removed: Net revenues] [added: *Net revenues*] for the year ended December 31, [removed: 2018] [added: 2019] increased by [removed: 10.4%,] [added: 5.9%,] or [removed: $1,470.6] [added: $930.7] million, compared with the same period of [removed: 2017.][added: 2018.]

*This section discusses 2019 and 2018 items and year-to-year comparisons between 2019 and 2018.

Discussions of 2017 items and year-to-year comparisons between 2018 and 2017 have been excluded in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2018.*

Current economic conditions have moderated during the year and are mixed between the businesses in which we participate.

Transport markets moderated in the second half of 2019 and we expect softer Transport markets in 2020.

Global Industrial markets have moderated during the year and are now mixed with continued economic uncertainty driving weak short-cycle Industrial investment spending.

*Separation of Industrial Segment Businesses*

In April 2019, Ingersoll-Rand plc and Gardner Denver Holdings, Inc. (GDI) announced that they entered into definitive agreements pursuant to which we will separate our Industrial segment businesses (IR Industrial) by way of spin-off to our shareholders and then combine with GDI to create a new company focused on flow creation and industrial technologies.

This business is expected to be renamed Ingersoll-Rand Inc. Our remaining HVAC and transport refrigeration businesses, reported under the Climate segment, will focus on climate control solutions for buildings, homes and transportation and be renamed Trane Technologies plc.

The transaction is expected to close by early 2020, subject to approval by GDI’s shareholders, regulatory approvals and customary closing conditions.

In May 2019, we acquired 100% of the outstanding stock of Precision Flow Systems (PFS).

During 2018, we acquired several businesses and entered into a joint venture.

During the year ended December 31, 2019, we repurchased and canceled approximately $750 million of our ordinary shares leaving approximately $750 million remaining under the 2018 Authorization.

Looking forward, we expect to maintain our current quarterly share dividend through 2020 and then continue our long-standing capital deployment priorities to raise the dividend with earnings growth for 2021 and beyond.

In March 2019, we issued $1.5 billion principal amount of senior notes in three tranches through Ingersoll-Rand Luxembourg Finance S.A., an indirect, wholly-owned subsidiary.

The tranches consist of $400 million aggregate principal amount of 3.500% senior notes due 2026, $750 million aggregate principal amount of 3.800% senior notes due 2029 and $350 million aggregate principal amount of 4.500% senior notes due 2049.

The net proceeds were used to finance the acquisition of PFS and for general corporate purposes.

| Selling and administrative expenses | | (3,129.8 | | ) | | (2,903.2 | | ) | | (226.6 | | ) | | 18.8% | | 18.6% |

| Volume | 4.0 | % |

| Acquisitions | 1.5 | % |

| Pricing | 1.7 | % |

Refer to the "Results by Segment" below for a discussion of *Net Revenues* by segment.

Cost of Goods Sold

The increase was primarily driven by volume growth, with equipment sales growing faster than service and parts sales, which are lower cost.

In addition, incremental cost of goods sold related to revenues from acquisitions, material inflation, higher tariffs and acquisition related inventory step-up further contributed to the year-over-year increase.

These increases were partially offset by favorable foreign currency exchange rate movements.

Cost of goods sold as a percentage of net revenues was relatively flat year-over-year, decreasing 20 basis points from 69.2% of net revenues in 2018 to 69.0% of net revenues in 2019.

The increase in selling and administrative expenses was primarily driven by higher compensation and benefit charges related to variable compensation, Industrial Segment separation-related costs and PFS acquisition-related costs.

In addition, amortization of intangibles related to the PFS acquisition further contributed to the year-over-year increase.

Selling and administrative expenses as a percentage of net revenues increased 20 basis points from 18.6% to 18.8% in 2019 primarily due to the Industrial Segment separation-related costs and PFS acquisition-related costs, which increased *Selling and administrative expenses* as a percentage of net revenues by 60 basis points in 2019.

Factors impacting operating margin included material and other inflation, an unfavorable shift in product mix primarily related to faster growth in equipment sales compared to higher margin service and parts sales, Industrial Segment separation-related costs and PFS acquisition-related costs, increased spending on business investments and unfavorable foreign currency exchange rate movements.

These unfavorable impacts were offset by improved pricing and productivity gains.

Refer to the "Results by Segment" below for a discussion of operating margin by segment.

The increase primarily relates to new debt issuances during the first quarter of 2019 and 2018.

These amounts were partially offset by U.S. state and local taxes, an increase in a deferred tax asset valuation allowance for certain state net deferred tax assets and certain non-deductible expenses.

taxed outside the U.S. at rates ranging from 0% to 38%.

During 2019, we reached settlements with several insurance carriers associated with pending asbestos insurance coverage litigation.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | |

| Net Revenues | | $ | 13,075.9 | | | $ | 12,343.8 | | | $ | 732.1 | | | 5.9 | % |

Current economic conditions are showing positive trends in each of the segments in which we participate.

Global Industrial markets remain largely supportive of continued growth in both equipment and services.

We continue to be active with strategic acquisitions and investments.

During 2018, acquisitions and equity method investments, net of cash acquired totaled $285.2 million.

Related amounts in 2017 and 2016 were $157.6 million and $9.2 million, respectively.

Other acquisitions within the segment strengthen our product portfolio.

Acquisitions within the Industrial segment primarily consisted of a telematics business which builds upon our growing portfolio of connected assets.

In addition, other acquisitions within the segment expand sales and service channels across the globe.

On February 6, 2019, we entered into a final, binding and irrevocable offer letter with Silver II GP Holdings S.C.A., an affiliate of BC Partners Advisors L.P. and The Carlyle Group (the Seller) pursuant to which we made a binding offer to acquire the precision flow systems management business (the Business) for approximately $1.45 billion in cash, subject to working capital and certain other adjustments (the Acquisition).

The offer is subject to completion of information and consultation processes with employee representative bodies of the Business in applicable jurisdictions.

If the offer is accepted, completion of the Acquisition would be subject to customary closing conditions and expected to close mid-year 2019 subject to regulatory approvals.

The results of the Business will be included in our consolidated financial statements as of the date of acquisition and reported within the Industrial segment.

Tax Cuts and Job Act

In December 2017, the U.S. enacted the Tax Cuts and Jobs Act (the Act) which made widespread changes to the Internal Revenue Code.

The Act, among other things, reduced the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a transition tax on earnings of certain foreign subsidiaries that were previously not subject to U.S. tax and creates new income taxes on certain foreign sourced earnings.

The SEC issued Staff Accounting Bulletin No. 118 (SAB 118) which provided guidance on accounting for the tax effects of the Act and allowed for adjustments to provisional amounts during a measurement period of up to one year.

In accordance with SAB 118, we made reasonable estimates related to (1) the remeasurement of U.S. deferred tax balances for the reduction in the tax rate (2) the liability for the transition tax and (3) the taxes accrued relating to the change in permanent reinvestment assertion for unremitted earnings of certain foreign subsidiaries.

As a result, we recognized a net provisional income tax benefit of $21.0 million associated with these items in the fourth quarter of 2017.

We completed the accounting for the income tax effects of the Act during 2018 and recorded $9.0 million of net measurement period adjustments as a component of Provision for income taxes during the year to increase the net provisional income tax benefit recorded as of December 31, 2017.

Sale of Hussmann Equity Investment

During 2011, we completed the sale of a controlling interest of our Hussmann refrigerated display case business (Hussmann) to a newly-formed affiliate of private equity firm Clayton Dubilier & Rice, LLC (CD&R).

Per the terms of the agreement, CD&R’s ownership interest in Hussmann at the acquisition date was 60% with the remaining 40% being retained by us.

As a result, we accounted for our interest in Hussmann using the equity method of accounting.

On December 21, 2015, we announced we would sell our remaining equity interest in Hussmann as part of a transaction in which Panasonic Corporation would acquire 100 percent of Hussmann's outstanding shares.

The transaction was completed on April 1, 2016.

We received net proceeds of $422.5 million for our interest and recognized a gain of $397.8 million on the sale.

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (ASC 606), which created a comprehensive, five-step model for revenue recognition that requires a company to recognize revenue to depict the transfer of promised goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services.

We adopted this standard on January 1, 2018 using the modified retrospective approach and recorded a cumulative effect adjustment to increase Retained earnings by $2.4 million.

Related amounts did not materially impact Net revenues, Operating income or the Balance Sheet.

On January 1, 2017, we adopted Accounting Standards Update (ASU) No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" (ASU 2016-09) which simplified several aspects of the accounting for employee share-based payment transactions.

The standard made several modifications to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies.

In addition, ASU 2016-09 clarified the statement of cash flows presentation for certain components of share-based awards.

We applied the cash flow presentation requirements retrospectively.

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

We applied the presentation requirements retrospectively.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The components of the period change are as follows:

| | | |

| --- | --- | --- |

[removed: Foreign] [added: Foreign] Currency [removed: Exposures][added: Exposures]

Our largest concentration of revenues from non-U.S. operations as of [added: December 31, 2019 are in Euros and Chinese Yuan.]

A hypothetical 10% unfavorable change in the average exchange rate used to translate [removed: Net revenues] [added: *Net revenues*] for the year ended December 31, [removed: 2018] [added: 2019] from either Euros or Chinese Yuan-based operations into U.S. dollars would not have a material impact on our financial statements.

Based on the firmly committed currency derivative instruments in place at December 31, [removed: 2018,] [added: 2019,] a hypothetical change in fair value of those derivative instruments assuming a 10% adverse change in exchange rates would result in an unrealized loss of approximately [removed: $17.6] [added: $23.2] million, as compared with [removed: $58.3] [added: $17.6] million at December 31, [removed: 2017.][added: 2018.]

[removed: Commodity] [added: Commodity] Price [removed: Exposures][added: Exposures]

We do not have committed commodity derivative instruments in place at December 31, [removed: 2018.][added: 2019.]

[removed: Interest] [added: Interest] Rate [removed: Exposure][added: Exposure]

December 31, 2018 are in Euros and Chinese Yuan.

[removed: Overview][added: Overview]

We generate revenue and cash primarily through the design, manufacture, sale and service of a diverse portfolio of industrial and commercial products that include well-recognized, premium brand names such as [removed: Ingersoll-Rand®, Trane®, Thermo King®,] American Standard®, ARO®, [removed: and] Club [removed: Car®.][added: Car®, Ingersoll-Rand®, Thermo King® and Trane®.]

[removed: Business Segments][added: Business Segments]

[removed: Climate][added: *Climate*]

It includes Trane® and American Standard® Heating & Air Conditioning which provide heating, ventilation and air conditioning (HVAC) systems, and commercial and residential building services, parts, support and controls; energy services and building automation through Trane Building [removed: Advantage] [added: AdvantageTM] and [removed: Nexia;] [added: NexiaTM;] and Thermo King® transport temperature control solutions.

This segment had [removed: 2018] [added: 2019] net revenues of [removed: $12,343.8] [added: $3,523.0] million.

[removed: Industrial][added: *Industrial*]

It includes compressed air and gas systems and services, power tools, material handling systems, [removed: ARO®] fluid management [removed: equipment,] [added: systems,] as well as Club Car ® golf, utility and consumer low-speed vehicles.

This segment had [removed: 2018] [added: 2019] net revenues of [removed: $3,324.4] [added: $13,075.9] million.

[removed: Products] [added: Products] and [removed: Services][added: Services]

| [removed: Aftermarket and OEM parts and supplies | |] Ice energy storage solutions | [added: | |]

| Air [removed: exchangers] [added: conditioners] | | Industrial refrigeration |

| Air [removed: handlers] [added: exchangers] | | Installation contracting |

| Airside and terminal devices | | [removed: Large] [added: Light] commercial unitary |

| Bus and rail HVAC systems | | [removed: Multi-pipe HVAC] [added: Package heating and cooling] systems |

| [removed: Chillers] [added: Energy management services] | | [removed: Package] [added: Temporary] heating and cooling systems |

| Container refrigeration systems and gensets | | [removed: Rail refrigeration systems] [added: Refrigerant reclamation] |

| [removed: Cryogenic refrigeration] [added: Control] systems | | Repair and maintenance services |

| [removed: Diesel-powered] [added: Cryogenic] refrigeration systems | | Rental services |

| [removed: Ductless] [added: Diesel-powered refrigeration] systems | | Self-powered truck refrigeration systems |

| [removed: Geothermal systems] [added: Furnaces] | | Trailer refrigeration systems |

| [removed: Heat pumps] [added: Geothermal systems] | | Transport heater products |

| [removed: Home automation] [added: Heat pumps] | | Unitary systems (light and large) |

| Air treatment and air separation systems | | [removed: Fluid power components] [added: Liquid and gas sampling systems] |

| Aftermarket and OEM parts and supplies | | [removed: Installation contracting] [added: Indoor air quality] |

| [removed: Blowers | | Pumps] [added: Air-operated pumps] (diaphragm and piston) | [added: | Installation contracting |]

| [removed: Dryers] [added: Filters, regulators and lubricators] | | Rough terrain (AWD) vehicles |

| [removed: Engine starting] [added: Ductless] systems | | Service agreements |

| Ergonomic material handling systems | | [removed: Service break/fix] [added: Rental services] |

| [removed: Filters] [added: Gas boosters and high-pressure valves] | | Utility and consumer low-speed vehicles |

| [removed: Fluid handling systems] [added: Gas compressors] | | [removed: Visage® mobile] [added: Mobile] golf information systems |

| [removed: Golf vehicles] [added: Hoists (pneumatic, hydraulic, electric and manual)] | | Winches [removed: (air, electric] [added: (pneumatic, hydraulic] and [removed: hydraulic)] [added: electric)] |

These products are sold primarily under our name and under other names including American [removed: Standard, ARO,] [added: Standard®, ARO®,] Club [removed: Car, Nexia,] [added: Car®, Ingersoll-Rand®,] Thermo [removed: King] [added: King®] and [removed: Trane.][added: Trane®.]

[removed: Acquisitions] [added: Acquisitions] and Equity [removed: Investments][added: Investments]

Acquisitions within the Climate segment primarily consisted of independent dealers which support the ongoing strategy to expand our distribution [removed: network in North America.][added: network.]

[removed: Other acquisitions] [added: Acquisitions] within the [added: Climate] segment [added: consisted of an independent dealer to support the ongoing strategy to expand our distribution network as well as other businesses that] strengthen our product portfolio.

[removed: Competitive Conditions][added: Competitive Conditions]

[removed: Distribution][added: Distribution]

[removed: Operations] [added: Operations] by Geographic [removed: Area][added: Area]

Approximately [removed: 36%] [added: 34%] of our net revenues in [removed: 2018] [added: 2019] were derived outside the U.S. and we sold products in more than 100 countries.

| Air handlers | | Large commercial unitary |

| Auxiliary power units | | Motor replacements |

| Building management systems | | Multi-pipe HVAC systems |

| Chillers | | Performance contracting |

| Coils and condensers | | Rail refrigeration systems |

| Facility management services | | Thermostats/controls |

| Home automation | | Variable Refrigerant Flow |

| Air compressors (centrifugal, reciprocating and rotary) | | Hydrogen compression, dispensing and refueling systems |

| Aftermarket and OEM parts and supplies | | Maintenance and repair services |

| Airends | | Metering and process pumps, skids and systems |

| Blowers | | Mixers |

| Controllers and control systems dryers | | Odorant injection systems |

| Digital Systems Monitoring | | Power tools (pneumatic, cordless and electric) |

| Engine starting systems | | Precision fastening tools, software and systems |

| Fluid power components | | Service agreements |

| Golf vehicles | | Water-powered dosing pumps |

Separation of Industrial Segment Businesses

In April 2019, Ingersoll-Rand plc and Gardner Denver Holdings, Inc. (GDI) announced that they entered into definitive agreements pursuant to which we will separate our Industrial segment businesses (IR Industrial) by way of spin-off to our shareholders and then combine with GDI to create a new company focused on flow creation and industrial technologies.

This business is expected to be renamed Ingersoll-Rand, Inc. Our remaining HVAC and transport refrigeration businesses, reported under the Climate segment, will focus on climate control solutions for buildings, homes and transportation and be renamed Trane Technologies plc.

The transaction is expected to close by early 2020, subject to approval by GDI’s shareholders, regulatory approvals and customary closing conditions.

During 2019, we acquired several businesses that complement existing products and services.

In May 2019, we acquired 100% of the outstanding stock of Precision Flow Systems (PFS).

PFS, reported in the Industrial segment, is a manufacturer of precision flow control equipment including precision dosing pumps and controls that serve the global water, oil and gas, agriculture, industrial and specialty market segments.

During 2018, we acquired several businesses and entered into a joint venture.

Our intellectual property rights are important to our business and include numerous patents, trademarks, copyrights, trade secrets, proprietary technology, technical data, business processes, and other confidential information.

| Evan M. Turtz (51) | | 4/3/2019 | | Senior Vice President and General Counsel (since April 2019); Secretary (Since October 2013); Vice President (Since 2008); Deputy General Counsel-Industrial (Since 2016); General Counsel-Compression Technologies and Services (Since July 2016); Deputy General Counsel-Labor and Employment (2008-2016) |

| Air conditioners | | Indoor air quality |

| Auxiliary power units | | Light commercial unitary |

| Building management systems | | Motor replacements |

| Coils and condensers | | Performance contracting |

| Control systems | | Refrigerant reclamation |

| Energy management services | | Service agreements |

| Facility management services | | Temporary heating and cooling systems |

| Furnaces | | Thermostats/controls |

| Aftermarket controls, parts, accessories and consumables | | Power tools (air, cordless and electric) |

| Airends | | Precision fastening systems |

| Compressors (centrifugal, reciprocating, and rotary) | | Rental services |

| Hoists (air, electric and manual) | | |

In addition, other acquisitions within the segment expand sales and service channels across the globe.

We own numerous patents and patent applications, and are licensed under others.

| Maria C. Green (66) | | 11/2/2015 | | 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) |

[removed: Asbestos-Related Matters][added: *Asbestos-Related Matters*]

See also the discussion under Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Contingent Liabilities," and also Note [removed: 20] [added: 22] to the Consolidated Financial Statements.

[removed: FORM 10-K][added: FORM 10-K]

| [removed: X] [added: ☒] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

| [removed: —] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

[removed: Commission] [added: Commission] File [removed: No. 001-34400][added: No. 001-34400]

[removed: INGERSOLL-RAND] [added: INGERSOLL-RAND] PUBLIC LIMITED [removed: COMPANY][added: COMPANY]

| [removed: Ireland] [added: Ireland] | | [removed: 98-0626632] [added: 98-0626632] |

| [removed: (State] [added: *(State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)*] | | [removed: (I.R.S. Employer Identification No.)] [added: *(I.R.S. Employer* *Identification No.)*] |

[removed: 170/175] [added: 170/175] Lakeview [removed: Dr.][added: Dr.]

[removed: Airside] [added: Airside] Business [removed: Park][added: Park]

[removed: Swords,] [added: Swords] Co. [removed: Dublin][added: Dublin]

[removed: Ireland][added: Ireland]

[removed: (Address] [added: *(Address] of principal executive [removed: offices)][added: offices)*]

[added: |] Securities registered pursuant to Section 12(b) of the Act: [added: | | | | |]

| Title of each class | | [added: Trading Symbol | |] Name of each exchange on which registered |

| Ordinary Shares, [added: Par Value $1.00 per Share] | | [added: IR | |] New York Stock Exchange |

[removed: YES X NO][added: Yes x No ☐]

[removed: YES NO X][added: Yes ☐ No x]

| [added: |] Large accelerated filer [removed: X] | [added: x | |] Accelerated filer | [added: ☐ | | Emerging growth company | ☐ |]

| [added: |] Non-accelerated filer | [added: ☐ | |] Smaller reporting company | [added: ☐ | | | |]

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

The aggregate market value of ordinary shares held by nonaffiliates on June [removed: 30, 2018] [added: 28, 2019] was approximately [removed: $21.9] [added: $30.5] billion based on the closing price of such stock on the New York Stock Exchange.

The number of ordinary shares outstanding as of February 1, [removed: 2019] [added: 2020] was [removed: 242,168,631.][added: 238,401,033.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the registrant’s proxy statement to be filed within 120 days of the close of the registrant’s fiscal year in connection with the registrant’s Annual General Meeting of Shareholders to be held June [removed: 6, 2019] [added: 4, 2020] are incorporated by reference into Part II and Part III of this Form 10-K.

[removed: INGERSOLL-RAND PLC][added: INGERSOLL-RAND PLC]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| [removed: Part I] [added: Part I] | Item 1. | [removed: [Business](#s7478A720CBBF54B8ADE8B2DEF0392C28)] [added: [Business](#s63C3A7D3B78E50748A0349C88854E4C7)] | [removed: [3](#s7478A720CBBF54B8ADE8B2DEF0392C28)] [added: [3](#s63C3A7D3B78E50748A0349C88854E4C7)] |

| | Item 1A. | [Risk [removed: Factors](#s77C09978B782561296EB8C79A16EA89E)] [added: Factors](#s02C5A914DBE55A61933807D1E2827B88)] | [removed: [9](#s77C09978B782561296EB8C79A16EA89E)] [added: [9](#s02C5A914DBE55A61933807D1E2827B88)] |

| | Item 1B. | [Unresolved Staff [removed: Comments](#s99B2670D9A5E5262AB2A5B4C5B382BB2)] [added: Comments](#s5F18EE00466752FEAA9F463ABBC330A4)] | [removed: [15](#s99B2670D9A5E5262AB2A5B4C5B382BB2)] [added: [17](#s5F18EE00466752FEAA9F463ABBC330A4)] |

| | Item 2. | [removed: [Properties](#s8464AD14AF0B546FB1AA56F5FEB682CF)] [added: [Properties](#s4AA3C20071C358E689172A5509305C84)] | [removed: [15](#s8464AD14AF0B546FB1AA56F5FEB682CF)] [added: [18](#s4AA3C20071C358E689172A5509305C84)] |

| | Item 3. | [Legal [removed: Proceedings](#sA38B58D971D25856A0C169A524D53E47)] [added: Proceedings](#s87CB6D836FA55CFEBF85BB36FEF717ED)] | [removed: [16](#sA38B58D971D25856A0C169A524D53E47)] [added: [19](#s87CB6D836FA55CFEBF85BB36FEF717ED)] |

| | Item 4. | [Mine Safety [removed: Disclosures](#sBE1871701F5C52C6AB9111D4F3384E4E)] [added: Disclosures](#sDFAB37C16E4B53D3947CD07DAD4E286E)] | [removed: [17](#sBE1871701F5C52C6AB9111D4F3384E4E)] [added: [19](#sDFAB37C16E4B53D3947CD07DAD4E286E)] |

| [removed: Part II] [added: Part II] | Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sA34DC3EA716254009237D2BBCEEC83A4)] [added: Securities](#s0CEBCD7350BF593EAD91CBED441A2E69)] | [removed: [17](#sA34DC3EA716254009237D2BBCEEC83A4)] [added: [19](#s0CEBCD7350BF593EAD91CBED441A2E69)] |

| | Item 6. | [Selected Financial [removed: Data](#sB7BB74DA3D6F5D3991B0B128F04860D7)] [added: Data](#s39250AADA1D35BEE8021BF46CCF17B0E)] | [removed: [19](#sB7BB74DA3D6F5D3991B0B128F04860D7)] [added: [21](#s39250AADA1D35BEE8021BF46CCF17B0E)] |

| | Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sF153296A395F52CB981A2F68156157A9)] [added: Operations](#sFBC523A192C15E618F5F79B3C3DC886B)] | [removed: [20](#sF153296A395F52CB981A2F68156157A9)] [added: [22](#sFBC523A192C15E618F5F79B3C3DC886B)] |

| | Item 7A. | [Quantitative and Qualitative Disclosure About Market [removed: Risk](#s00B67AB627D356288936319366A242B4)] [added: Risk](#s833330C1CD3951F8817FB0545FB98A8F)] | [removed: [35](#s00B67AB627D356288936319366A242B4)] [added: [34](#s833330C1CD3951F8817FB0545FB98A8F)] |

| | Item 8. | [Financial Statements and Supplementary [removed: Data](#s80913C4A23C15CF6A1D12BAA193106ED)] [added: Data](#s9DDDFCF5C8935C79BDBFAAB581D30C1B)] | [removed: [37](#s80913C4A23C15CF6A1D12BAA193106ED)] [added: [36](#s9DDDFCF5C8935C79BDBFAAB581D30C1B)] |

| | Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s4CCEA71E6C8A5417893AEE6C613E5BA5)] [added: Disclosure](#s2ADAAC3113B150AE86F2ED03119E082D)] | [removed: [38](#s4CCEA71E6C8A5417893AEE6C613E5BA5)] [added: [37](#s2ADAAC3113B150AE86F2ED03119E082D)] |

| | Item 9A. | [Controls and [removed: Procedures](#s3812AB3252EA56E9BCCA3B26525D5AAA)] [added: Procedures](#s76A6E4CA138B51848819AA75EB861BAC)] | [removed: [38](#s3812AB3252EA56E9BCCA3B26525D5AAA)] [added: [37](#s76A6E4CA138B51848819AA75EB861BAC)] |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

Yes x No ☐

Yes x No ☐

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

Yes ☐ No x

Form 10-K

For the Fiscal Year Ended December 31, 2019

| | [Signatures](#s1BEBF3E4D31A5A078DC60CEC25817E50) | | [50](#s1BEBF3E4D31A5A078DC60CEC25817E50) |

10-K 1 ir-10kx12312018.htm 10-K

| | |

| --- | --- |

| | | |

| --- | --- | --- |

| Par Value $1.00 per Share | | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

\[ \]

| | Emerging growth company |

| | [Signatures](#s3DCC80D002685914980B2D4D1C54F04E) | | [53](#s3DCC80D002685914980B2D4D1C54F04E) |

As of December 31, [removed: 2018,] [added: 2019,] we owned or leased a total of approximately [removed: 32] [added: 33] million square feet of space worldwide.

Manufacturing and assembly operations are conducted in [removed: 52] [added: 59] plants across the world.

The locations by segment of our principal plant facilities at December 31, [removed: 2018] [added: 2019] were as follows:

| [removed: Fort Smith, Arkansas] [added: Fairlawn, New Jersey] | | King Abdullah Economic City, Saudi Arabia | | |

| Grand Rapids, Michigan | | [removed: Kolin, Czech Republic] | | |

| Augusta, Georgia | | [removed: Fogliano Redipuglia, Italy] [added: Bordeaux, France] | | Changzhou, China |

| [removed: Buffalo, New York] [added: Campbellsville, Kentucky] | | Logatec, Slovenia | | Guilin, China |

| [removed: Dorval, Canada] [added: Ivyland, Pennsylvania] | | Sin le Noble, France | | Sahibabad, India |

| [removed: Kent, Washington] [added: Mocksville, North Carolina] | | Vignate, Italy | | Wujiang, China |

| Sarasota, Florida | | [added: Wasquehal, France] | | |

| Brampton, Ontario | | Bari, Italy | | Taicang, China |

| Charlotte, North Carolina | | Charmes, France | | Zhongshan, China |

| Clarksville, Tennessee | | Essen, Germany | | |

| Columbia, South Carolina | | Galway, Ireland | | |

| Curitiba, Brazil | | Golbey, France | | |

| Fort Smith, Arkansas | | Kolin, Czech Republic | | |

| Fremont, Ohio | | | | |

| Newberry, South Carolina | | | | |

| Burbank, California | | Fogliano Redipuglia, Italy | | Chennai, India |

| Dorval, Canada | | Pont St. Pierre, France | | Naroda, India |

| Kent, Washington | | Sunderland, UK | | Shanghai, China |

| Charlotte, North Carolina | | Bari, Italy | | Penang, Malaysia |

| Clarksville, Tennessee | | Charmes, France | | Taicang, China |

| Columbia, South Carolina | | Essen, Germany | | Zhongshan, China |

| Curitiba, Brazil | | Galway, Ireland | | |

| Fairlawn, New Jersey | | Golbey, France | | |

| Campbellsville, Kentucky | | Oberhausen, Germany | | Naroda, India |

| Mocksville, North Carolina | | Wasquehal, France | | |

[removed: PART II][added: PART II]

[removed: ISSUER] [added: ISSUER] PURCHASES OF EQUITY [removed: SECURITIES][added: SECURITIES]

As of February 1, [removed: 2019,] [added: 2020,] the approximate number of record holders of ordinary shares was [removed: 2,931.][added: 2,753.]

The following table provides information with respect to purchases by us of our ordinary shares during the quarter ended December 31, [removed: 2018:][added: 2019:]

In [removed: February 2017,] [added: October 2018,] our Board of Directors authorized the repurchase of up to $1.5 billion of our ordinary shares under a share repurchase program [removed: (the 2017] [added: (2018] Authorization) upon completion of the prior authorized share repurchase program.

We reacquired [removed: 456] [added: 394] shares in [removed: October] [added: October, 9 shares in November] and [removed: 1,425] [added: 1,411] shares in December in transactions outside the repurchase programs.

[removed: Performance Graph][added: Performance Graph]

The following graph compares the cumulative total shareholder return on our ordinary shares with the cumulative total return on (i) the Standard & Poor’s 500 Stock Index and (ii) the Standard & Poor’s 500 Industrial Index for the five years ended December 31, [removed: 2018.][added: 2019.]

The graph assumes an investment of $100 in our ordinary shares, the Standard & Poor’s 500 Stock Index and the Standard & Poor’s 500 Industrial Index on December 31, [removed: 2013] [added: 2014] and assumes the reinvestment of dividends.

[removed: ][added: ]

| [removed: Company/Index] [added: Company/Index] | [removed: 2013] [added: 2014] | [removed: 2014] [added: 2015] | [removed: 2015] [added: 2016] | [removed: 2016] [added: 2017] | [removed: 2017] [added: 2018] | [removed: 2018] [added: 2019] |

| Ingersoll Rand | 100 | [removed: 105] [added: 89] | [removed: 93] [added: 123] | [removed: 129] [added: 149] | 156 | [removed: 163] [added: 231] |

Issuer Purchases of Equity Securities

| October 1 - October 31 | | 0.4 | | | $ | 117.02 | | | — | | | $ | 999,961 | |

| November 1 - November 30 | | 1,016.6 | | | 129.43 | | | | 1,016.6 | | | $ | 868,382 | |

| December 1 - December 31 | | 897.9 | | | 132.10 | | | | 896.4 | | | $ | 749,959 | |

| Total | | 1,914.9 | | | $ | 130.68 | | | 1,913.0 | | | | | |

During the fourth quarter of 2019, we repurchased and canceled approximately $250 million of our ordinary shares leaving approximately $750 million remaining under the 2018 Authorization.

| S&P 500 | 100 | 101 | 113 | 138 | 132 | 174 |

| S&P 500 Industrials Index | 100 | 97 | 116 | 140 | 121 | 157 |

| 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 | | | | | |

Repurchases under the 2017 Authorization began in May 2017 and ended in December 2018, completing the program.

In October 2018, our Board of Directors authorized the repurchase of up to $1.5 billion of our ordinary shares upon completion of the 2017 Authorization.

The authorized shares under the new share repurchase program are not included in the approximate dollar value of shares still available to be purchased in the table above.

| S&P 500 | 100 | 114 | 115 | 129 | 157 | 150 |

| S&P 500 Industrials Index | 100 | 110 | 107 | 127 | 154 | 133 |

| [removed: At] [added: At] and for the years ended December [removed: 31,] [added: 31,] | | [removed: 2018] [added: 2019 (1)] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Net revenues | | $ | [removed: 15,668.2] [added: 16,598.9] | | | $ | [removed: 14,197.6] [added: 15,668.2] | | | $ | [removed: 13,508.9] [added: 14,197.6] | | | $ | [removed: 13,300.7] [added: 13,508.9] | | | $ | [removed: 12,891.4] [added: 13,300.7] | |

| Continuing operations | | [removed: 1,359.1] [added: 1,370.3] | | | | [removed: 1,328.0] [added: 1,359.1] | | | | [removed: 1,443.3] [added: 1,328.0] | | | | [removed: 688.9] [added: 1,443.3] | | | | [removed: 897.0] [added: 688.9] | | |

| Discontinued operations | | [added: 40.6 | | | |] (21.5 | | ) | | (25.4 | | ) | | 32.9 | | | | (24.3 | | ) | [removed: | 34.7 | | |]

| Total assets | | [removed: 17,914.9] [added: 20,492.3] | | | | [removed: 18,173.3] [added: 17,914.9] | | | | [removed: 17,397.4] [added: 18,173.3] | | | | [removed: 16,717.6] [added: 17,397.4] | | | | [removed: 17,274.6] [added: 16,717.6] | | |

| Total debt | | [removed: 4,091.3] [added: 5,573.4] | | | | [removed: 4,064.0] [added: 4,091.3] | | | | [removed: 4,070.2] [added: 4,064.0] | | | | [removed: 4,217.8] [added: 4,070.2] | | | | [removed: 4,200.5] [added: 4,217.8] | | |

| Total Ingersoll-Rand plc shareholders’ equity | | [removed: 7,022.7] [added: 7,267.6] | | | | [removed: 7,140.3] [added: 7,022.7] | | | | [removed: 6,643.8] [added: 7,140.3] | | | | [removed: 5,816.7] [added: 6,643.8] | | | | [removed: 5,987.4] [added: 5,816.7] | | |

| Continuing operations | | $ | [removed: 5.50] [added: 5.67] | | | $ | [removed: 5.21] [added: 5.50] | | | $ | [removed: 5.57] [added: 5.21] | | | $ | [removed: 2.60] [added: 5.57] | | | $ | [removed: 3.32] [added: 2.60] | |

| Discontinued operations | | [added: 0.17 | | | |] (0.09 | | ) | | (0.10 | | ) | | 0.13 | | | | (0.09 | | ) | [removed: | 0.12 | | |]

| Continuing operations | | $ | [removed: 5.43] [added: 5.61] | | | $ | [removed: 5.14] [added: 5.43] | | | $ | [removed: 5.52] [added: 5.14] | | | $ | [removed: 2.57] [added: 5.52] | | | $ | [removed: 3.27] [added: 2.57] | |

| Discontinued operations | | [added: 0.16 | | | |] (0.08 | | ) | | (0.09 | | ) | | 0.13 | | | | (0.09 | | ) | [removed: | 0.13 | | |]

| Dividends declared per ordinary share | | $ | [removed: 1.96] [added: 2.12] | | | $ | [removed: 1.70] [added: 1.96] | | | $ | [removed: 1.36] [added: 1.70] | | | $ | [removed: 1.16] [added: 1.36] | | | $ | [removed: 1.00] [added: 1.16] | |

(1) During 2019, the Company acquired PFS and adopted ASU 2016-02, “Leases” (ASC 842).

Refer to Note 19, "Acquisitions and Divestitures" and Note 3, "Summary of Significant Accounting Policies" for additional information related to the acquisition of PFS and adoption of ASC 842, respectively.

| (a) | The following Consolidated Financial Statements and Financial Statement Schedules and the report thereon of PricewaterhouseCoopers LLP dated February [removed: 12, 2019,] [added: 18, 2020,] are presented [removed: under Item 16 of] [added: in] this Annual Report on Form [removed: 10-K.] [added: 10-K beginning on page F-1.] |

Consolidated Statements of [removed: comprehensive income] [added: Comprehensive Income] for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]

Consolidated [removed: balance sheets] [added: Balance Sheets] at December 31, [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]

For the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016:][added: 2017:]

Schedule II – Valuation and Qualifying Accounts for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]

| | | [removed: 2018] [added: 2018] | | | | | | | | | | | | | | |

| [removed: In] [added: In] millions, except per share [removed: amounts] [added: amounts] | | [removed: First Quarter] [added: First Quarter] | | | | [removed: Second Quarter] [added: Second Quarter] | | | | [removed: Third Quarter] [added: Third Quarter] | | | | [removed: Fourth Quarter] [added: Fourth Quarter] | | |

| | | [removed: First Quarter] [added: First Quarter] | | | | [removed: Second Quarter] [added: Second Quarter] | | | | [removed: Third Quarter] [added: Third Quarter] | | | | [removed: Fourth Quarter] [added: Fourth Quarter] | | |

| Net earnings attributable to Ingersoll-Rand plc | | [removed: 117.1] [added: 199.9] | | | | [removed: 358.6] [added: 456.1] | | | | [removed: 367.0] [added: 458.8] | | | | [removed: 459.9] [added: 296.1] | | |

| | | 2019 | | | | | | | | | | | | | | |

| Net revenues | | $ | 3,575.9 | | | $ | 4,527.8 | | | $ | 4,344.3 | | | $ | 4,150.9 | |

| Cost of goods sold | | (2,517.3 | | ) | | (3,094.1 | | ) | | (2,935.8 | | ) | | (2,904.3 | | ) |

| Operating income | | 318.5 | | | | 650.5 | | | | 623.2 | | | | 425.4 | | |

| Earnings from continuing operations | | 205.8 | | | | 465.9 | | | | 439.0 | | | | 277.2 | | |

| Net earnings | | 203.7 | | | | 460.3 | | | | 463.4 | | | | 301.1 | | |

| Basic: | | | | | | | | | | | | | | | | |

| Continuing operations | | $ | 0.83 | | | $ | 1.91 | | | $ | 1.80 | | | $ | 1.13 | |

| Discontinued operations | | $ | (0.01 | ) | | $ | (0.03 | ) | | $ | 0.10 | | | $ | 0.10 | |

| Diluted: | | | | | | | | | | | | | | | | |

| Continuing operations | | $ | 0.82 | | | $ | 1.88 | | | $ | 1.78 | | | $ | 1.12 | |

| Discontinued operations | | $ | — | | | $ | (0.02 | ) | | $ | 0.10 | | | $ | 0.10 | |

| Earnings from continuing operations | | 133.5 | | | | 458.5 | | | | 531.1 | | | | 256.0 | | |

| Basic: | | | | | | | | | | | | | | | | |

| Continuing operations | | $ | 0.52 | | | $ | 1.83 | | | $ | 2.14 | | | $ | 1.02 | |

| Discontinued operations | | $ | (0.04 | ) | | $ | (0.02 | ) | | $ | (0.05 | ) | | $ | 0.02 | |

| Diluted: | | | | | | | | | | | | | | | | |

| Continuing operations | | $ | 0.51 | | | $ | 1.82 | | | $ | 2.11 | | | $ | 1.00 | |

| Discontinued operations | | $ | (0.03 | ) | | $ | (0.03 | ) | | $ | (0.05 | ) | | $ | 0.03 | |

| Basic | | $ | 0.48 | | | $ | 1.81 | | | $ | 2.09 | | | $ | 1.04 | |

| Diluted | | $ | 0.48 | | | $ | 1.79 | | | $ | 2.06 | | | $ | 1.03 | |

| | | 2017 | | | | | | | | | | | | | | |

| 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 | | |

| Basic | | $ | 0.45 | | | $ | 1.40 | | | $ | 1.45 | | | $ | 1.84 | |

| Diluted | | $ | 0.45 | | | $ | 1.38 | | | $ | 1.43 | | | $ | 1.81 | |

[removed: DISCLOSURE][added: DISCLOSURE]

| [removed: (a)] [added: (a)] | [removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures] [added: Procedures] |

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, [removed: 2018,] [added: 2019,] that the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act has been recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and that such information has been accumulated and communicated to the Company's management including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

| [removed: (b)] [added: (b)] | [removed: Management's] [added: Management's] Report on Internal Control Over Financial [removed: Reporting] [added: Reporting] |

Management has assessed the effectiveness of internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

Management concluded that based on its assessment, the Company's internal control over financial reporting was effective as of December 31, [removed: 2018.][added: 2019.]

The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

| [removed: (c)] [added: (c)] | [removed: Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting] [added: Reporting] |

There were no changes in internal control over financial reporting (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2018] [added: 2019] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

In May 2019, the Company acquired Precision Flow Systems (PFS), which has total assets, excluding intangible assets and goodwill arising from the acquisition, and total revenue of approximately 2% and 1%, respectively, of the amounts reported as total assets and net revenue in the consolidated financial statements as of and for the year ended December 31, 2019.

Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2019 excluded the PFS acquisition, as the Company is in the process of aligning and integrating various processes, systems and internal controls related to the business and operations of this subsidiary, excluding intangible assets and goodwill, which are included within the scope of Management's assessment.

Guidance issued by the SEC staff permits management to omit from the scope of its assessment a recently acquired business in the year of acquisition.

[removed: PART III][added: PART III]

On February 6, 2019, the Board of Directors of Ingersoll-Rand plc terminated the Company's Senior Executive Performance Plan effective immediately.

Election of Directors”, [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance”] [added: Reports”] and “Corporate Governance” in our definitive proxy statement for the [removed: 2019] [added: 2020] annual general meeting of shareholders [removed: (2019] [added: (2020] Proxy Statement).

The other information required by this item is incorporated herein by reference to the information contained under the headings “Compensation Discussion and Analysis,” “Compensation of Directors,” “Executive Compensation,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in our [removed: 2019] [added: 2020] Proxy Statement.

[removed: STOCKHOLDER MATTERS][added: STOCKHOLDER MATTERS]

The other information required by this item is incorporated herein by reference to the information contained under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” [removed: of] [added: in] our [removed: 2019] [added: 2020] Proxy Statement.

The other information required by this item is incorporated herein by reference to the information contained under the headings “Corporate Governance” and “Certain Relationships and Related Person Transactions” [removed: of] [added: in] our [removed: 2019] [added: 2020] Proxy Statement.

The information required by this item is incorporated herein by reference to the information contained under the caption “Fees of the Independent Auditors” in our [removed: 2019] [added: 2020] Proxy Statement.

[removed: PART IV][added: PART IV]

[removed: INGERSOLL-RAND PLC][added: INGERSOLL-RAND PLC]

[removed: INDEX] [added: INDEX] TO [removed: EXHIBITS][added: EXHIBITS]

[removed: (Item 15(a))][added: (Item 15(a))]

[removed: Description][added: Description]

| Exhibit No. | | Description | | Method of Filing | [removed: |]

| 2.1 | | [Separation and Distribution Agreement between Ingersoll-Rand plc and Allegion plc, dated November 29, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000066/ex21sda112913.htm) | | 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. | [removed: |]

| 3.1 | | [Constitution of the Company, as amended and restated on June 2, 2016](http://www.sec.gov/Archives/edgar/data/1466258/000146625816000468/ingersoll-randplcxconstitu.htm) | | 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. | [removed: |]

| | | 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. | [removed: |]

| 4.1 | | [Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex41.htm). | | 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. | [removed: |]

| 4.2 | | [First Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 2.875% Senior Notes due 2019.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex42.htm) | | 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. | [removed: |]

| 4.3 | | [Second Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 4.250% Senior Notes due 2023.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex43.htm) | | 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. | [removed: |]

| 4.4 | | [Third Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 5.750% Senior Notes due 2043.](http://www.sec.gov/Archives/edgar/data/1466258/000119312513272663/d557173dex44.htm) | | 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. | [removed: |]

| 4.5 | | [Fourth Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand plc, an Irish public limited company, Ingersoll-Rand Company, a New Jersey corporation, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000064/exhibit41-fourthsupplement.htm) | | 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. | [removed: |]

| 4.6 | | [Fifth Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., as guarantors, and The Bank of New York Mellon, as Trustee, to an Indenture, dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex45.htm) | | 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. | [removed: |]

| 4.7 | | [Sixth Supplemental Indenture, dated as of December 18, 2015, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., and Ingersoll-Rand Lux International Holding Company S.à.r.l. as guarantors, and The Bank of New York Mellon, as Trustee, to an Indenture, dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625816000319/ex421-sixthsupplementalind.htm) | | 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. | [removed: |]

| 4.8 | | [Seventh Supplemental Indenture, dated as of April 5, 2016, by and among Ingersoll-Rand Global Holding company Limited, as issuer, Ingersoll-Rand Company, as co-obligor, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., and Ingersoll-Rand Irish Holdings Unlimited Company, as guarantors, and The Bank of New York Mellon, as Trustee, to an indenture, dated as of June 20, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625817000053/ex419-seventhsupplementali.htm) | | 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. | [removed: |]

| 4.9 | | [Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex41.htm) | | 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 | [removed: |]

| 4.10 | | [First Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 2.625% Senior Notes due 2020.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex42.htm) | | 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. | [removed: |]

| 4.11 | | [Second Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 3.550% Senior Notes due 2024.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex43.htm) | | 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. | [removed: |]

| 4.12 | | [Third Supplemental Indenture, dated as of October 28, 2014, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, as guarantors, and The Bank of New York Mellon, as Trustee, relating to the 4.650% Senior Notes due 2044.](http://www.sec.gov/Archives/edgar/data/1466258/000119312514385618/d813008dex44.htm) | | 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. | [removed: |]

| 4.13 | | [Fourth Supplemental Indenture, dated as of December 18, 2015, by and among Ingersoll-Rand Luxembourg Finance S.A., as issuer, and Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company, Ingersoll-Rand Global Holding Company Limited, and Ingersoll-Rand Lux International Holding Company S.à.r.l. as guarantors, and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625816000319/ex427-fourthsupplementalin.htm) | | 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. | [removed: |]

| 4.14 | | [Fifth Supplemental Indenture, dated as of April 5, 2016, by and among Ingersoll-Rand Luxembourg Finance S.A., as Issuer, and Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand Company, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company, as guarantors, and The Bank of New York Mellon, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625817000053/ex425-fifthsupplementalind.htm) | | 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. | [removed: |]

| 4.15 | | [Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit41-irx2018baseinden.htm) | | 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. | [removed: |]

| 4.16 | | [First Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 2.900% Senior Notes due 2021.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit42-february21x2018.htm) | | 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. | [removed: |]

| 4.17 | | [Second Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 3.750% Senior Notes due 2028.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit44-february21x2018.htm) | | 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. | [removed: |]

| 4.18 | | [Third Supplemental Indenture, dated as of February 21, 2018, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company and Ingersoll-Rand Company, as guarantors, and Wells Fargo Bank, National Association, as Trustee, relating to the 4.300% Senior Notes due 2048.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000107/exhibit46-february21x2018.htm) | | 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. | [removed: |]

| [removed: 4.26] [added: 4.23] | | [Form of Ordinary Share Certificate of Ingersoll-Rand plc.](http://www.sec.gov/Archives/edgar/data/1160497/000119312509174511/dex46.htm) | | 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. | [removed: |]

| 10.1* | | [Form of Global Stock Option Award Agreement (June 2018).](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000172/ex10_1globaloptionagreement.htm) | | 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. | [removed: |]

| 10.2* | | [Form of Global Restricted Stock Unit Award Agreement (June 2018).](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000172/ex10_2globalrsuagreement.htm) | | 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. | [removed: |]

| 10.3* | | [Form of Global Performance Stock Unit Award Agreement (June 2018).](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000172/ex10_3globalpsuagreement.htm) | | 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. | [removed: |]

| 10.4 | | [Credit Agreement dated March 15, 2016 among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., BNP Paribas, Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Documentation Agents, and JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto.](http://www.sec.gov/Archives/edgar/data/1466258/000146625816000389/a2016creditfacility.htm) | | 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. | [removed: |]

| 10.5 | | [Supplemental Guarantee dated as of April 5, 2016 made by Ingersoll-Rand Irish Holdings Unlimited Company in favor of JPMorgan Chase Bank, N.A., as Administrative Agent for the Banks that are parties to the Credit Agreement dated as of March 15, 2016.](http://www.sec.gov/Archives/edgar/data/1466258/000146625817000053/ex108-supplementalguarante.htm) | | 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. | [removed: |]

| 10.6 | | [Credit Agreement dated April 17, 2018 among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Luxembourg Finance S.A., Ingersoll-Rand Lux International Holding Company S.à r.l., Ingersoll-Rand Irish Holdings Unlimited Company, Ingersoll-Rand Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., BNP Paribas, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., and MUFG Bank Ltd. as Documentation Agents, and JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000117/exhibit101_creditxagreement.htm) | | 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. | [removed: |]

| 10.7 | | [Deed Poll Indemnity of Ingersoll-Rand plc, an Irish public limited company, as to the directors, secretary and officers and senior executives of Ingersoll-Rand plc and the directors and officers of Ingersoll-Rand plc’s subsidiaries.](http://www.sec.gov/Archives/edgar/data/1466258/000119312509142260/dex105.htm) | | 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. | [removed: |]

| 10.8 | | [Tax Sharing Agreement, dated as of July 16, 2007, by and among American Standard Companies Inc. and certain of its subsidiaries and WABCO Holdings Inc. and certain of its subsidiaries.](http://www.sec.gov/Archives/edgar/data/836102/000119312507158900/dex101.htm) | | 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. | [removed: |]

| 10.9 | | [Tax Matters Agreement between Ingersoll-Rand plc and Allegion plc, dated November 30, 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000066/ex102taxmattersagreement11.htm) | | 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. | [removed: |]

| 10.10* | | [Ingersoll-Rand plc Incentive Stock Plan of 2013.](http://www.sec.gov/Archives/edgar/data/1466258/000146625813000032/exhibit44incentivestockpla.htm) | | 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. | [removed: |]

| 10.11* | | [Ingersoll-Rand plc Incentive Stock Plan of 2018.](http://www.sec.gov/Archives/edgar/data/1466258/000146625818000182/exhibit43.htm) | | 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. | [removed: |]

| 10.12* | | [IR Executive Deferred Compensation Plan (as amended and restated effective January 1, 2017).](http://www.sec.gov/Archives/edgar/data/1466258/000146625817000211/irexecdeferredcompplan-ex1.htm) | | 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. | [removed: |]

| 10.13* | | [IR Executive Deferred Compensation Plan II (as amended and restated effective January 1, 2017).](http://www.sec.gov/Archives/edgar/data/1466258/000146625817000211/irexecdeferredcompplanii-e.htm) | | 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. | [removed: |]

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| 2.2 | | [Agreement and Plan of Merger, dated as of April 30, 2019, by and among the Company, Gardner Denver Holdings, Inc., Ingersoll-Rand U.S. HoldCo, Inc. and Charm Merger Sub Inc.](http://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_ex0201.htm) | | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on May 6, 2019. |

| | | | | |

| 2.3 | | [Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. HoldCo, Inc.](http://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_ex0202.htm) | | Incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on May 6, 2019). |

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| --- | --- | --- | --- | --- |

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| Exhibit No. | | Description | | Method of Filing |

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| --- | --- | --- | --- | --- |

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| Exhibit No. | | Description | | Method of Filing |

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| --- | --- | --- | --- | --- |

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| Exhibit No. | | Description | | Method of Filing |

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| --- | --- | --- | --- | --- | --- |

| 10.43* | | [Maria Green Letter, dated as of September 22, 2015.](https://www.sec.gov/Archives/edgar/data/1466258/000146625819000073/ex1043mariagreenletter.htm) | | Filed herewith. | |

| 10.44* | | [Dave Regnery Letter, dated as of September 1, 2017.](https://www.sec.gov/Archives/edgar/data/1466258/000146625819000073/ex1044daveregneryletter.htm) | | Filed herewith. | |

[removed: SIGNATURES][added: SIGNATURES]

[removed: INGERSOLL-RAND PLC][added: INGERSOLL-RAND PLC]

| Date: | | February [removed: 12, 2019] [added: 18, 2020] |

| [removed: Signature] [added: Signature] | | [removed: Title] [added: Title] | | [removed: Date] [added: Date] |

| /s/ Michael W. Lamach | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ Susan K. Carter | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ Christopher J. Kuehn | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ Kirk E. Arnold | | Director | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ Ann C. Berzin | | Director | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ John Bruton | | Director | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ Jared L. Cohon | | Director | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ Gary D. Forsee | | Director | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ Linda P. Hudson | | Director | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ Myles P. Lee | | Director | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ Karen B. Peetz | | Director | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ John P. Surma | | Director | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ Richard J. Swift | | Director | | February [removed: 12, 2019] [added: 18, 2020] |

| /s/ Tony L. White | | Director | | February [removed: 12, 2019] [added: 18, 2020] |

[removed: Index] [added: Index] to Consolidated Financial [removed: Statements][added: Statements]

[removed: | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#s02F115003DFA5C90825BE6C5509BC041) | [F-2](#s02F115003DFA5C90825BE6C5509BC041) |][added: Firm]

| [Consolidated Statements of Comprehensive [removed: Income](#s6BCBFE7BD2F65E3AB4364707AA8674B0)] [added: Income](#s91988C3C27F6574CA13CE1A34CA01999)] | [removed: [F-3](#s6BCBFE7BD2F65E3AB4364707AA8674B0)] [added: [F-5](#s91988C3C27F6574CA13CE1A34CA01999)] |

[removed: | [Consolidated] [added: Consolidated] Balance [removed: Sheets](#sD9A6E8916566590CA06FD941C6C7FA37) | [F-5](#sD9A6E8916566590CA06FD941C6C7FA37) |][added: Sheets]

[removed: | [Consolidated] [added: Consolidated] Statements of [removed: Equity](#s62150D1E825555F58C33908A81157F10) | [F-6](#s62150D1E825555F58C33908A81157F10) |][added: Equity]

[removed: | [Consolidated] [added: Consolidated] Statements of Cash [removed: Flows](#s29CBC437C0E55F0CA22F11A18104D308) | [F-7](#s29CBC437C0E55F0CA22F11A18104D308) |][added: Flows]

[removed: | [Notes to Consolidated Financial Statements](#sA2EF5EC63CEF569F8AD8D6D44FF98B92) | [F-8](#sA2EF5EC63CEF569F8AD8D6D44FF98B92) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [Schedule II – Valuation and Qualifying [removed: Accounts](#sD42A0E4CDEE753CF8F45BBFDDD03BF7D)] [added: Accounts](#sF1CE5476199D571FB4C984A452F3982B)] | [removed: [F-55](#sD42A0E4CDEE753CF8F45BBFDDD03BF7D)] [added: [F-57](#sF1CE5476199D571FB4C984A452F3982B)] |

[removed: Report] [added: | [Report] of Independent Registered Public Accounting [removed: Firm][added: Firm](#sF6E442326EF2567C9E20FB11E99A765C) | [F-2](#sF6E442326EF2567C9E20FB11E99A765C) |]

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the accompanying consolidated balance sheets of Ingersoll-Rand plc and its subsidiaries (the “Company”) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the related consolidated statements of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2018 appearing under Item 16] [added: 2019 listed in the accompanying index] (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018] [added: 2019] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial] statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| [removed: Ingersoll-Rand plc Consolidated] [added: Ingersoll-Rand plc Consolidated] Statements of Comprehensive [removed: Income In] [added: Income *In] millions, except per share [removed: amounts] [added: amounts*] | | | | | | | | | | | | |

| [removed: For] [added: For] the years ended December [removed: 31,] [added: 31,] | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Net revenues | | $ | [removed: 15,668.2] [added: 16,598.9] | | | $ | [removed: 14,197.6] [added: 15,668.2] | | | $ | [removed: 13,508.9] [added: 14,197.6] | |

| Cost of goods sold | | [removed: (10,847.6] [added: (11,451.5] | | ) | | [removed: (9,811.6] [added: (10,847.6] | | ) | | [removed: (9,307.9] [added: (9,811.6] | | ) |

| Selling and administrative expenses | | [removed: (2,903.2] [added: (3,129.8] | | ) | | [removed: (2,720.7] [added: (2,903.2] | | ) | | [removed: (2,597.8] [added: (2,720.7] | | ) |

INGERSOLL-RAND PLC

*Change in Accounting Principle*

As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Precision Flow Systems (PFS) from its assessment of internal control over financial reporting as of December 31, 2019 because it was acquired by the Company in a purchase business combination during 2019.

We have also excluded PFS from our 2019 audit of internal control over financial reporting.

PFS is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 2% and approximately 1% respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

*Liability for Asbestos-Related Matters*

As described in Notes 3 and 22 to the consolidated financial statements, certain of the Company’s wholly-owned subsidiaries and former companies are named as defendants in asbestos-related lawsuits in state and federal courts for which management recorded asbestos-related liabilities of $547 million as of December 31, 2019.

Management engaged an outside expert to perform a detailed analysis and project an estimated range of the Company’s total liability for pending and unasserted future asbestos-related claims.

Management’s key assumptions underlying the estimated asbestos-related liabilities included the number of people likely to have been occupationally exposed to asbestos and likely to develop asbestos-related diseases such as mesothelioma and lung cancer, the number of people likely to file an asbestos-related personal injury claim against the Company, the average settlement and resolution value of claims, and the percentage of claims resolved with no payment.

The principal considerations for our determination that performing procedures relating to the liability for asbestos-related matters is a critical audit matter are (i) there was significant judgment by management in developing the estimate for asbestos-related liabilities, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s estimate and the aforementioned assumptions underlying the estimated asbestos-related liabilities, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s estimate for asbestos-related matters, including controls over development of the aforementioned assumptions underlying the estimated asbestos-related liabilities.

These procedures also included, among others, testing management’s process for developing the estimate for asbestos-related matters.

This included evaluating the appropriateness of the estimate and the reasonableness of the aforementioned assumptions underlying the asbestos-related liabilities.

Professionals with specialized skill and knowledge were used to assist in (i) evaluating whether the forecast of new claims that may be filed against the Company was reasonable considering recent Company experience and industry data, which represents the estimated number of individuals likely to have been occupationally exposed to asbestos and expected to develop asbestos-related diseases such as mesothelioma and lung cancer, (ii) evaluating whether the assumed number of people likely to file an asbestos-related personal injury claim against the Company was reasonable, considering the Company’s historical experience, (iii) evaluating whether the estimated average settlement and resolution value of claims was reasonable considering the Company’s historical experience, and (iv) evaluating whether the percentage of claims resolved with no payment was reasonable considering the Company’s historical experience.

Procedures were also performed to test the accuracy of data provided by management, including the historical claims filed against the Company, and the cost of resolution for those historical claims.

*Acquisition of Precision Flow Systems - Valuation of Customer Relationships*

As described in Note 19 to the consolidated financial statements, on May 15, 2019 the Company acquired all the outstanding capital stock of Precision Flow Systems (PFS) for approximately $1.46 billion, of which approximately $458 million was allocated to the customer relationships intangible asset.

The fair values of the customer relationship intangible assets were determined using the multi-period excess earnings method based on discounted projected net cash flows.

Management’s key assumptions used in estimating future cash flows included projected revenue growth rates and customer attrition rates.

The principal considerations for our determination that performing procedures relating to the acquisition of PFS - valuation of customer relationships is a critical audit matter are (i) there was significant judgment by management in determining the fair value estimate using the multi-period excess earnings method, which in turn led to a high degree of auditor judgment, subjectivity, and

effort in performing procedures and evaluating audit evidence related to management’s fair value estimate and significant assumptions, including the revenue growth rates and the customer attrition rates used in the cash flow projections and the discount rate used to estimate present value of the projected future cash flows, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of acquired customer relationships and controls over development of the assumptions related to the valuation of the customer relationships, including the revenue growth rates, customer attrition rates, and the discount rate.

These procedures also included, among others, (i) reading the purchase agreement, (ii) testing management’s process for developing the fair value estimate of the acquired customer relationships, (iii) testing management’s cash flow projections used to estimate the fair value of the customer relationships, and (iv) evaluating the reasonableness of significant assumptions used by management in estimating the fair value of the customer relationships, including the revenue growth rates, customer attrition rates, and the discount rate.

Evaluating the reasonableness of the revenue growth rates and customer attrition rates involved considering the past performance of the acquired businesses, as well as economic and industry forecasts.

Evaluating the reasonableness of the discount rate involved considering the cost of capital of comparable businesses, other industry factors, and the implied rate of return on the overall transaction.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s multi-period excess earnings method used to determine the fair value estimate of the acquired customer relationships and certain assumptions, including customer attrition rates and the discount rate.

February 18, 2020

| For the years ended December 31, | | 2019 | | | | 2018 | | | | 2017 | | |

Ingersoll-Rand plc

| Inventories | | 1,712.2 | | | | 1,677.8 | | |

*See accompanying notes to Consolidated Financial Statements.*

Ingersoll-Rand plc

| Net earnings | | 1,428.5 | | | | — | | | | — | | | — | | | | — | | | | 1,410.9 | | | | — | | | | 17.6 | | |

| | |

| --- | --- |

February 12, 2019

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Capital in excess of par value | | — | | | | 461.3 | | |

| 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 | | |

| Asset impairment | | — | | | | 8.4 | | | | — | | |

| Gain on sale of Hussmann equity investment | | — | | | | — | | | | (397.8 | | ) |

| Gain on sale of joint venture | | — | | | | (1.5 | | ) | | — | | |

| Proceeds from sale of Hussmann equity investment | | — | | | | — | | | | 422.5 | | |

The Company has revised its supplemental cash flow information in prior years to properly reflect cash paid during the year for interest.

reflected in the Consolidated Statement of Comprehensive Income in the period that they are determined.

(loss) and amortized into Net earnings over future periods.

In March 2017, the FASB issued ASU 2017-07, "Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07) which changes the way employers that sponsor defined benefit pension and/or postretirement benefit plans reflect net periodic benefit costs in the income statement.

Under the previous standard, the multiple components of net periodic benefit costs are aggregated and reported within the operating section of the income statement or capitalized into assets when appropriate.

The new standard requires a company to present the service cost component of net periodic benefit cost in the same income statement line as other employee compensation costs with the remaining components of net periodic benefit cost presented separately from the service cost component and outside of any subtotal of operating income, if one is presented.

In addition, only the service cost component will be eligible for capitalization in assets.

The Company adopted this standard on January 1, 2017 applying the presentation requirements retrospectively.

In addition, the statement of cash flows for the twelve months ended December 31, 2016 was retrospectively adjusted to present $21.7 million of excess tax benefits as an operating activity rather than a financing activity.

In February 2018, the FASB issued ASU 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" (ASU 2018-02), which allows companies to reclassify stranded tax effects in Accumulated other comprehensive income (loss) that have been caused by the Tax Cuts and Jobs Act of 2017 (the Act) to Retained earnings for each period in which the effect of the change in the U.S. federal corporate income tax rate is recorded.

However, the FASB has made the reclassification optional.

As a result, the Company assessed the impact of the ASU on its financial statements and will not exercise the option to reclassify the stranded tax effects caused by the Act.

The standard also requires additional disclosures by lessees and contains targeted changes to accounting by lessors.

The FASB allows the option to adopt the standard using a modified retrospective approach through a cumulative-effect adjustment to retained earnings applied either to the beginning of the earliest period presented or the beginning of the period of adoption.

The Company will adopt the new guidance effective January 1, 2019 using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption.

However, the Company does not expect the adoption to have a material impact to its Statement of Cash Flows or Statement of Comprehensive Income.

| | | 1,761.3 | | | | 1,624.3 | | |

| | | 3,835.2 | | | | 3,664.3 | | |

| 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 | | |

The Company performed its annual goodwill impairment test during the fourth quarter of 2018 and determined that the estimated fair value of each reporting unit exceeded their respective carrying value.

As a result, no impairment charges were recorded during the year.

However, the Climate Latin America reporting unit is at risk of impairment as its estimated fair value exceeded its carrying value by 1.1%.

The reporting unit has approximately $190 million of goodwill as of December 31, 2018.

A significant increase in the discount rate, decrease in the long-term growth rate, or substantial reductions in end markets and volume assumptions could have a negative impact on its estimated fair value.

With all other assumptions and trends remaining constant for each independent variable, a 0.5% increase in the discount rate combined with a 0.5% decrease in the long-term growth rate would result in an approximate $15 million impairment for this reporting unit.

| Completed technologies/patents | | $ | 206.6 | | | $ | (182.0 | ) | | $ | 24.6 | | | $ | 209.4 | | | $ | (177.3 | ) | | $ | 32.1 | |