Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) 1. and 2. | Financial statements and financial statement schedule See Item 8. |
| 3. | Exhibits |
| The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K. |
INGERSOLL-RAND PLC
INDEX TO EXHIBITS
(Item 15(a))
Description
Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), Ingersoll-Rand plc (the “Company”) has filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.
On July 1, 2009, Ingersoll-Rand Company Limited, a Bermuda company, completed a reorganization to change the jurisdiction of incorporation of the parent company from Bermuda to Ireland. As a result, Ingersoll-Rand plc replaced Ingersoll-Rand Company Limited as the ultimate parent company effective July 1, 2009. All references related to the Company prior to July 1, 2009 relate to Ingersoll-Rand Company Limited.
(a) Exhibits
| Exhibit No. | Description | Method of Filing | ||
| 2.1 | Separation and Distribution Agreement between Ingersoll-Rand plc and Allegion plc, dated November 29, 2013. | 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. | ||
| 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. | 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. | 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). | ||
| 3.1 | Constitution of the Company, as amended and restated on June 2, 2016 | Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on June 7, 2016. | ||
| The Company and its subsidiaries are parties to several long-term debt instruments under which, in each case, the total amount of securities authorized does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. | Pursuant to paragraph 4 (iii)(A) of Item 601 (b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request. | |||
| 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.. | Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013. | ||
| 4.2 | 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. | Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on June 26, 2013. | ||
| Exhibit No. | Description | Method of Filing | ||
| 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. | Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009. | ||
| 10.8 | Tax Sharing Agreement, dated as of July 16, 2007, by and among American Standard Companies Inc. and certain of its subsidiaries and WABCO Holdings Inc. and certain of its subsidiaries. | Incorporated by reference to Exhibit 10.1 to Trane Inc.’s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007. | ||
| 10.9 | Tax Matters Agreement between Ingersoll-Rand plc and Allegion plc, dated November 30, 2013. | Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013. | ||
| 10.10* | Ingersoll-Rand plc Incentive Stock Plan of 2013. | Incorporated by reference to Exhibit 4.5 to the Company's Form S-8 (File No. 333-189446) filed with the SEC on June 19, 2013. | ||
| 10.11* | Ingersoll-Rand plc Incentive Stock Plan of 2018. | Incorporated by reference to Exhibit 4.3 to the Company’s Form S-8 (File No. 333-225575) filed with the SEC on June 12, 2018. | ||
| 10.12* | IR Executive Deferred Compensation Plan (as amended and restated effective January 1, 2017). | 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. | ||
| 10.13* | IR Executive Deferred Compensation Plan II (as amended and restated effective January 1, 2017). | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2017 (File No. 001-34400) filed with the SEC on July 26, 2017. | ||
| 10.14* | First Amendment to IR Executive Deferred Compensation Plan II (dated December 22, 2009). | Incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K for the fiscal year ended 2011 (File No. 001-34400) filed with the SEC on February 21, 2012. | ||
| 10.15* | Second Amendment to IR Executive Deferred Compensation Plan II (dated December 23, 2010). | Incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K for the fiscal year ended 2011 (File No. 001-16831) filed with the SEC on February 21, 2012. | ||
| 10.16* | IR-plc Director Deferred Compensation and Stock Award Plan (as amended and restated effective July 1, 2009). | Incorporated by reference to Exhibit 10.11 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009. | ||
| 10.17* | IR-plc Director Deferred Compensation and Stock Award Plan II (as amended and restated effective July 1, 2009). | Incorporated by reference to Exhibit 10.12 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009. | ||
| 10.18* | Ingersoll-Rand Company Supplemental Employee Savings Plan (amended and restated effective October 1, 2012). | Incorporated by reference to exhibit 10.23 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013. | ||
| 10.19* | Amendment to the Ingersoll-Rand Company Supplemental Employee Savings Plan dated April 6, 2017. | Incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018. | ||
| 10.20* | Ingersoll-Rand Company Supplemental Employee Savings Plan II (effective January 1, 2005 and amended and restated through October 1, 2012). | Incorporated by reference to exhibit 10.24 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013. | ||
| Exhibit No. | Description | Method of Filing | ||
| 10.21* | Amendment to the Ingersoll-Rand Company Supplemental Employee Savings Plan II dated April 6, 2017. | Incorporated by reference to Exhibit 10.23 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018. | ||
| 10.22* | Trane Inc. Deferred Compensation Plan (as amended and restated as of July 1, 2009, except where otherwise stated). | Incorporated by reference to Exhibit 10.19 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009. | ||
| 10.23* | Amendment to Trane Inc. Deferred Compensation Plan dated April 6, 2017. | Incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018. | ||
| 10.24* | Ingersoll-Rand Company Supplemental Pension Plan (Amended and Restated Effective January 1, 2005). | Incorporated by reference to Exhibit 10.28 to the Company’s Form 10-K for the fiscal year ended 2008 (File No. 001-16831) filed with the SEC on March 2, 2009. | ||
| 10.25* | First Amendment to the Ingersoll-Rand Company Supplemental Pension Plan, dated as of July 1, 2009. | Incorporated by reference to Exhibit 10.21 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on July 1, 2009. | ||
| 10.26* | Ingersoll-Rand Company Elected Officers Supplemental Plan (Effective January 1, 2005 and Amended and Restated effective October 1, 2012). | Incorporated by reference to exhibit 10.32 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013. | ||
| 10.27* | Ingersoll-Rand Company Key Management Supplemental Program (Effective January 1, 2005 and Amended and Restated effective October 1, 2012). | Incorporated by reference to exhibit 10.27 to the Company’s Form 10-K for the fiscal year ended 2018 (File No. 001-34400) filed with the SEC on February 12, 2019. | ||
| 10.28* | First Amendment to the Ingersoll Rand Company Key Management Supplemental Program, dated as of June 15, 2015. | Incorporated by reference to exhibit 10.28 to the Company’s Form 10-K for the fiscal year ended 2018 (File No. 001-34400) filed with the SEC on February 12, 2019. | ||
| 10.29* | Description of Annual Incentive Matrix Program. | Incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K (File No. 001-34400) filed with the SEC on February 12, 2018. | ||
| 10.30* | Form of Tier 1 Change in Control Agreement (Officers before May 19, 2009). | Incorporated by reference to Exhibit 99.1 to the Company's Form 8-K (File No. 001-16831) filed with the SEC on December 4, 2006. | ||
| 10.31* | Form of Tier 2 Change in Control Agreement (Officers before May 19, 2009). | Incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on December 4, 2006. | ||
| 10.32* | Form of Tier 1 Change in Control Agreement (New Officers on or after May 19, 2009). | Incorporated by reference to Exhibit 10.32 to the Company’s Form 10-Q for the period ended June 30, 2009 (File No. 001-34400) filed with the SEC on August 6, 2009. | ||
| 10.33* | Form of Tier 2 Change in Control Agreement (New Officers on or after May 19, 2009). | Incorporated by reference to Exhibit 10.33 to the Company’s Form 10-Q for the period ended June 30, 2009 (File No. 001-34400) filed with the SEC on August 6, 2009. | ||
| 10.34* | Amended and Restated Major Restructuring Severance Plan (as amended and restated effective April 18, 2019). | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the period ended June 30, 2019 (File No. 001-34400) filed with the SEC on August 5, 2019. | ||
| 10.35* | Michael W. Lamach Letter, dated December 24, 2003. | Incorporated by reference to Exhibit 10.35 to the Company’s Form 10-K for the fiscal year ended 2003 (File No. 001-16831) filed with the SEC on February 27, 2004. | ||
| Exhibit No. | Description | Method of Filing | ||
| 10.36* | Michael W. Lamach Letter, dated June 4, 2008. | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-16831) filed with the SEC on June 10, 2008. | ||
| 10.37* | Michael W. Lamach Letter, dated February 4, 2009. | Incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K for the fiscal year ended 2008 (File No. 001-16831) filed with the SEC on March 2, 2009. | ||
| 10.38* | Michael W. Lamach Letter, dated February 3, 2010. | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on February 5, 2010. | ||
| 10.39* | Michael W. Lamach Letter, dated December 23, 2012. | Incorporated by reference to exhibit 10.48 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013. | ||
| 10.40* | Marcia J. Avedon Letter, dated January 8, 2007. | Incorporated by reference to Exhibit 10.45 to the Company's Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-16831) filed with the SEC on March 1, 2007. | ||
| 10.41* | Marcia J. Avedon Letter, dated December 20, 2012. | Incorporated by reference to exhibit 10.53 to the Company's Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013. | ||
| 10.43* | Susan K. Carter Letter, dated as of August 19, 2013. | Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on October 2, 2013. | ||
| 10.44* | David S. Regnery Letter, dated as of September 1, 2017. | Incorporated by reference to Exhibit 10.44 to the Company’s Form 10-K for the year ended December 31, 2018 (File No. 001-34400) filed with the SEC on February 12, 2019. | ||
| 10.45* | David S. Regnery Letter, dated as of December 9, 2019. | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on December 11, 2019. | ||
| 10.46* | Christopher J. Kuehn Letter, dated as of December 10, 2019. | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34400) filed with the SEC on December 10, 2019. | ||
| 10.47* | Employee Matters Agreement between Ingersoll-Rand plc and Allegion plc, dated November 30, 2013. | Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013. | ||
| 21 | List of Subsidiaries of Ingersoll-Rand plc. | Filed herewith. | ||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | Filed herewith. | ||
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | ||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | ||
| 32 | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. |
| Exhibit No. | Description | Method of Filing | ||
| 101 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. | Furnished herewith. |
- Management contract or compensatory plan or arrangement.
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