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|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Ireland
|
98-0626632
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
¨
|
|
|
|
|
|
|
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
¨
|
|
|
|
|
|
|
|
|
|
Item 1 -
|
||
|
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income for the three
and nine months ended September 30, 2014 and 2013
|
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheets at
September 30, 2014 and December 31, 2013
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 2014 and 2013
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Item 2 -
|
||
|
|
|
|
|
Item 3 -
|
||
|
|
|
|
|
Item 4 -
|
||
|
|
|
|
|
|
|
|
|
Item 1 -
|
||
|
|
|
|
|
Item 1A -
|
||
|
|
|
|
|
Item 2 -
|
||
|
|
|
|
|
Item 6 -
|
||
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
In millions, except per share amounts
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net revenues
|
$
|
3,385.0
|
|
|
$
|
3,214.2
|
|
|
$
|
9,650.9
|
|
|
$
|
9,251.6
|
|
|
Cost of goods sold
|
(2,327.0
|
)
|
|
(2,217.7
|
)
|
|
(6,721.7
|
)
|
|
(6,507.6
|
)
|
||||
|
Selling and administrative expenses
|
(618.0
|
)
|
|
(617.0
|
)
|
|
(1,870.8
|
)
|
|
(1,857.0
|
)
|
||||
|
Operating income
|
440.0
|
|
|
379.5
|
|
|
1,058.4
|
|
|
887.0
|
|
||||
|
Interest expense
|
(52.3
|
)
|
|
(102.8
|
)
|
|
(157.3
|
)
|
|
(225.4
|
)
|
||||
|
Other, net
|
9.6
|
|
|
6.0
|
|
|
20.2
|
|
|
4.1
|
|
||||
|
Earnings before income taxes
|
397.3
|
|
|
282.7
|
|
|
921.3
|
|
|
665.7
|
|
||||
|
Provision for income taxes
|
(94.1
|
)
|
|
(55.1
|
)
|
|
(222.5
|
)
|
|
(108.3
|
)
|
||||
|
Earnings from continuing operations
|
303.2
|
|
|
227.6
|
|
|
698.8
|
|
|
557.4
|
|
||||
|
Discontinued operations, net of tax
|
(7.0
|
)
|
|
(46.7
|
)
|
|
(8.6
|
)
|
|
42.7
|
|
||||
|
Net earnings
|
296.2
|
|
|
180.9
|
|
|
690.2
|
|
|
600.1
|
|
||||
|
Less: Net earnings attributable to noncontrolling interests
|
(4.9
|
)
|
|
(15.0
|
)
|
|
(14.0
|
)
|
|
(29.0
|
)
|
||||
|
Net earnings attributable to Ingersoll-Rand plc
|
$
|
291.3
|
|
|
$
|
165.9
|
|
|
$
|
676.2
|
|
|
$
|
571.1
|
|
|
Amounts attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
298.3
|
|
|
$
|
222.6
|
|
|
$
|
684.8
|
|
|
$
|
542.3
|
|
|
Discontinued operations
|
(7.0
|
)
|
|
(56.7
|
)
|
|
(8.6
|
)
|
|
28.8
|
|
||||
|
Net earnings
|
$
|
291.3
|
|
|
$
|
165.9
|
|
|
$
|
676.2
|
|
|
$
|
571.1
|
|
|
Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
||||||||
|
Basic:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
1.11
|
|
|
$
|
0.76
|
|
|
$
|
2.52
|
|
|
$
|
1.83
|
|
|
Discontinued operations
|
(0.02
|
)
|
|
(0.19
|
)
|
|
(0.04
|
)
|
|
0.10
|
|
||||
|
Net earnings
|
$
|
1.09
|
|
|
$
|
0.57
|
|
|
$
|
2.48
|
|
|
$
|
1.93
|
|
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
1.10
|
|
|
$
|
0.75
|
|
|
$
|
2.48
|
|
|
$
|
1.81
|
|
|
Discontinued operations
|
(0.03
|
)
|
|
(0.19
|
)
|
|
(0.03
|
)
|
|
0.10
|
|
||||
|
Net earnings
|
$
|
1.07
|
|
|
$
|
0.56
|
|
|
$
|
2.45
|
|
|
$
|
1.91
|
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
267.9
|
|
|
291.6
|
|
|
272.2
|
|
|
295.9
|
|
||||
|
Diluted
|
271.6
|
|
|
295.5
|
|
|
275.9
|
|
|
299.8
|
|
||||
|
Dividends declared per ordinary share
|
$
|
0.25
|
|
|
$
|
0.21
|
|
|
$
|
0.75
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total comprehensive income (loss)
|
$
|
78.3
|
|
|
$
|
311.6
|
|
|
$
|
442.7
|
|
|
$
|
645.2
|
|
|
Less: Total comprehensive (income) loss attributable to noncontrolling interests
|
(3.2
|
)
|
|
(20.1
|
)
|
|
(13.5
|
)
|
|
(26.2
|
)
|
||||
|
Total comprehensive income (loss) attributable to Ingersoll-Rand plc
|
$
|
75.1
|
|
|
$
|
291.5
|
|
|
$
|
429.2
|
|
|
$
|
619.0
|
|
|
In millions
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
ASSETS
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
936.7
|
|
|
$
|
1,937.2
|
|
|
Accounts and notes receivable, net
|
2,302.6
|
|
|
2,071.5
|
|
||
|
Inventories
|
1,419.0
|
|
|
1,166.1
|
|
||
|
Deferred taxes and current tax receivable
|
303.0
|
|
|
359.5
|
|
||
|
Other current assets
|
208.8
|
|
|
182.4
|
|
||
|
Total current assets
|
5,170.1
|
|
|
5,716.7
|
|
||
|
Property, plant and equipment, net
|
1,465.7
|
|
|
1,468.4
|
|
||
|
Goodwill
|
5,447.0
|
|
|
5,540.6
|
|
||
|
Intangible assets, net
|
3,819.4
|
|
|
3,922.0
|
|
||
|
Other noncurrent assets
|
963.4
|
|
|
1,010.4
|
|
||
|
Total assets
|
$
|
16,865.6
|
|
|
$
|
17,658.1
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Accounts payable
|
$
|
1,380.5
|
|
|
$
|
1,163.0
|
|
|
Accrued compensation and benefits
|
453.9
|
|
|
505.2
|
|
||
|
Accrued expenses and other current liabilities
|
1,348.3
|
|
|
1,311.3
|
|
||
|
Short-term borrowings and current maturities of long-term debt
|
881.0
|
|
|
367.7
|
|
||
|
Current income taxes
|
66.3
|
|
|
61.4
|
|
||
|
Total current liabilities
|
4,130.0
|
|
|
3,408.6
|
|
||
|
Long-term debt
|
2,646.6
|
|
|
3,153.5
|
|
||
|
Postemployment and other benefit liabilities
|
1,220.8
|
|
|
1,287.8
|
|
||
|
Deferred and noncurrent income taxes
|
1,264.7
|
|
|
1,335.8
|
|
||
|
Other noncurrent liabilities
|
1,269.8
|
|
|
1,341.1
|
|
||
|
Total liabilities
|
10,531.9
|
|
|
10,526.8
|
|
||
|
Equity:
|
|
|
|
||||
|
Ingersoll-Rand plc shareholders’ equity:
|
|
|
|
||||
|
Ordinary shares
|
265.8
|
|
|
282.7
|
|
||
|
Capital in excess of par value
|
70.8
|
|
|
158.4
|
|
||
|
Retained earnings
|
6,351.2
|
|
|
6,794.5
|
|
||
|
Accumulated other comprehensive income (loss)
|
(413.7
|
)
|
|
(166.7
|
)
|
||
|
Total Ingersoll-Rand plc shareholders’ equity
|
6,274.1
|
|
|
7,068.9
|
|
||
|
Noncontrolling interest
|
59.6
|
|
|
62.4
|
|
||
|
Total equity
|
6,333.7
|
|
|
7,131.3
|
|
||
|
Total liabilities and equity
|
$
|
16,865.6
|
|
|
$
|
17,658.1
|
|
|
|
Nine months ended
|
||||||
|
|
September 30,
|
||||||
|
In millions
|
2014
|
|
2013
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net earnings
|
$
|
690.2
|
|
|
$
|
600.1
|
|
|
(Income) loss from discontinued operations, net of tax
|
8.6
|
|
|
(42.7
|
)
|
||
|
Adjustments to arrive at net cash provided by (used in) operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
250.5
|
|
|
249.9
|
|
||
|
Stock settled share-based compensation
|
51.6
|
|
|
53.8
|
|
||
|
Changes in assets and liabilities, net
|
(448.8
|
)
|
|
(146.8
|
)
|
||
|
Other, net
|
5.6
|
|
|
(52.8
|
)
|
||
|
Net cash provided by (used in) continuing operating activities
|
557.7
|
|
|
661.5
|
|
||
|
Net cash provided by (used in) discontinued operating activities
|
(60.1
|
)
|
|
220.5
|
|
||
|
Net cash provided by (used in) operating activities
|
497.6
|
|
|
882.0
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Capital expenditures
|
(150.7
|
)
|
|
(175.5
|
)
|
||
|
Acquisition of businesses, net of cash acquired
|
(9.3
|
)
|
|
—
|
|
||
|
Proceeds from sale of property, plant and equipment
|
6.6
|
|
|
7.2
|
|
||
|
Proceeds from business dispositions, net of cash sold
|
2.1
|
|
|
4.7
|
|
||
|
Dividends received from equity investments
|
30.3
|
|
|
—
|
|
||
|
Net cash provided by (used in) continuing investing activities
|
(121.0
|
)
|
|
(163.6
|
)
|
||
|
Net cash provided by (used in) discontinued investing activities
|
—
|
|
|
13.1
|
|
||
|
Net cash provided by (used in) investing activities
|
(121.0
|
)
|
|
(150.5
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Short-term borrowings, net
|
(0.3
|
)
|
|
12.6
|
|
||
|
Proceeds from long-term debt
|
12.1
|
|
|
1,546.2
|
|
||
|
Payments of long-term debt
|
(7.8
|
)
|
|
(1,263.3
|
)
|
||
|
Net proceeds (repayments) in debt
|
4.0
|
|
|
295.5
|
|
||
|
Dividends paid to ordinary shareholders
|
(199.2
|
)
|
|
(183.0
|
)
|
||
|
Dividends paid to noncontrolling interests
|
(16.3
|
)
|
|
(10.7
|
)
|
||
|
Proceeds from shares issued under incentive plans
|
32.3
|
|
|
192.4
|
|
||
|
Repurchase of ordinary shares
|
(1,172.9
|
)
|
|
(795.2
|
)
|
||
|
Other, net
|
64.1
|
|
|
(13.2
|
)
|
||
|
Net cash provided by (used in) continuing financing activities
|
(1,288.0
|
)
|
|
(514.2
|
)
|
||
|
Net cash provided by (used in) discontinued financing activities
|
—
|
|
|
(8.1
|
)
|
||
|
Net cash provided by (used in) financing activities
|
(1,288.0
|
)
|
|
(522.3
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
(89.1
|
)
|
|
(7.4
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
(1,000.5
|
)
|
|
201.8
|
|
||
|
Cash and cash equivalents - beginning of period
|
1,937.2
|
|
|
708.4
|
|
||
|
Cash and cash equivalents - end of period
|
$
|
936.7
|
|
|
$
|
910.2
|
|
|
Condensed Consolidated Statement of Cash Flows
|
For the six months ended June 30, 2014
|
|||||||
|
In millions
|
As previously reported
|
|
As revised
|
|
Adjustment
|
|||
|
Cash flows from operating activities:
|
|
|
|
|
|
|||
|
Adjustments to arrive at net cash provided by (used in) operating activities:
|
|
|
|
|
|
|||
|
Other, net
|
(11.4
|
)
|
|
(0.3
|
)
|
|
11.1
|
|
|
Net cash provided by (used in) continuing operating activities
|
175.9
|
|
|
187.0
|
|
|
11.1
|
|
|
Net cash provided by (used in) discontinued operating activities
|
(55.8
|
)
|
|
(55.8
|
)
|
|
—
|
|
|
Net cash provided by (used in) operating activities
|
120.1
|
|
|
131.2
|
|
|
11.1
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(8.1
|
)
|
|
(19.2
|
)
|
|
(11.1
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
(1,007.4
|
)
|
|
(1,007.4
|
)
|
|
—
|
|
|
Condensed Consolidated Statement of Cash Flows
|
For the three months ended March 31, 2014
|
|||||||
|
In millions
|
As previously reported
|
|
As revised
|
|
Adjustment
|
|||
|
Cash flows from operating activities:
|
|
|
|
|
|
|||
|
Adjustments to arrive at net cash provided by (used in) operating activities:
|
|
|
|
|
|
|||
|
Other, net
|
(14.8
|
)
|
|
(10.8
|
)
|
|
4.0
|
|
|
Net cash provided by (used in) continuing operating activities
|
(84.8
|
)
|
|
(80.8
|
)
|
|
4.0
|
|
|
Net cash provided by (used in) discontinued operating activities
|
(41.2
|
)
|
|
(41.2
|
)
|
|
—
|
|
|
Net cash provided by (used in) operating activities
|
(126.0
|
)
|
|
(122.0
|
)
|
|
4.0
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(9.5
|
)
|
|
(13.5
|
)
|
|
(4.0
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
(1,039.3
|
)
|
|
(1,039.3
|
)
|
|
—
|
|
|
Consolidated Statement of Cash Flows
|
For the year ended 2013
|
|||||||
|
In millions
|
As previously reported
|
|
As revised
|
|
Adjustment
|
|||
|
Cash flows from operating activities:
|
|
|
|
|
|
|||
|
Adjustments to arrive at net cash provided by (used in) operating activities:
|
|
|
|
|
|
|||
|
Other, net
|
194.3
|
|
|
115.4
|
|
|
(78.9
|
)
|
|
Net cash provided by (used in) continuing operating activities
|
877.7
|
|
|
798.8
|
|
|
(78.9
|
)
|
|
Net cash provided by (used in) discontinued operating activities
|
292.7
|
|
|
292.7
|
|
|
—
|
|
|
Net cash provided by (used in) operating activities
|
1,170.4
|
|
|
1,091.5
|
|
|
(78.9
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(72.8
|
)
|
|
6.1
|
|
|
78.9
|
|
|
Net increase (decrease) in cash and cash equivalents
|
1,228.8
|
|
|
1,228.8
|
|
|
—
|
|
|
Condensed Consolidated Statement of Cash Flows
|
For the nine months ended September 30, 2013
|
|||||||
|
In millions
|
As previously reported**
|
|
As revised
|
|
Adjustment
|
|||
|
Cash flows from operating activities:
|
|
|
|
|
|
|||
|
Adjustments to arrive at net cash provided by (used in) operating activities:
|
|
|
|
|
|
|||
|
Other, net
|
16.3
|
|
|
(52.8
|
)
|
|
(69.1
|
)
|
|
Net cash provided by (used in) continuing operating activities
|
730.6
|
|
|
661.5
|
|
|
(69.1
|
)
|
|
Net cash provided by (used in) discontinued operating activities
|
220.5
|
|
|
220.5
|
|
|
—
|
|
|
Net cash provided by (used in) operating activities
|
951.1
|
|
|
882.0
|
|
|
(69.1
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(76.5
|
)
|
|
(7.4
|
)
|
|
69.1
|
|
|
Net increase (decrease) in cash and cash equivalents
|
201.8
|
|
|
201.8
|
|
|
—
|
|
|
Condensed Consolidated Statement of Cash Flows
|
For the six months ended June 30, 2013
|
|||||||
|
In millions
|
As previously reported
|
|
As revised
|
|
Adjustment
|
|||
|
Cash flows from operating activities:
|
|
|
|
|
|
|||
|
Adjustments to arrive at net cash provided by (used in) operating activities:
|
|
|
|
|
|
|||
|
Other, net
|
(34.1
|
)
|
|
(26.8
|
)
|
|
7.3
|
|
|
Net cash provided by (used in) continuing operating activities
|
313.5
|
|
|
320.8
|
|
|
7.3
|
|
|
Net cash provided by (used in) discontinued operating activities
|
115.3
|
|
|
115.3
|
|
|
—
|
|
|
Net cash provided by (used in) operating activities
|
428.8
|
|
|
436.1
|
|
|
7.3
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(25.1
|
)
|
|
(32.4
|
)
|
|
(7.3
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
1,318.4
|
|
|
1,318.4
|
|
|
—
|
|
|
Condensed Consolidated Statement of Cash Flows
|
For the three months ended March 31, 2013
|
|||||||
|
In millions
|
As previously reported
|
|
As revised
|
|
Adjustment
|
|||
|
Cash flows from operating activities:
|
|
|
|
|
|
|||
|
Adjustments to arrive at net cash provided by (used in) operating activities:
|
|
|
|
|
|
|||
|
Other, net
|
(22.8
|
)
|
|
(9.9
|
)
|
|
12.9
|
|
|
Net cash provided by (used in) continuing operating activities
|
(17.2
|
)
|
|
(4.3
|
)
|
|
12.9
|
|
|
Net cash provided by (used in) discontinued operating activities
|
9.2
|
|
|
9.2
|
|
|
—
|
|
|
Net cash provided by (used in) operating activities
|
(8.0
|
)
|
|
4.9
|
|
|
12.9
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(0.6
|
)
|
|
(13.5
|
)
|
|
(12.9
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
(49.2
|
)
|
|
(49.2
|
)
|
|
—
|
|
|
Consolidated Statement of Cash Flows
|
For the year ended 2012
|
|||||||
|
In millions
|
As previously reported
|
|
As revised
|
|
Adjustment
|
|||
|
Cash flows from operating activities:
|
|
|
|
|
|
|||
|
Adjustments to arrive at net cash provided by (used in) operating activities:
|
|
|
|
|
|
|||
|
Other, net
|
122.7
|
|
|
137.1
|
|
|
14.4
|
|
|
Net cash provided by (used in) continuing operating activities
|
868.1
|
|
|
882.5
|
|
|
14.4
|
|
|
Net cash provided by (used in) discontinued operating activities
|
312.9
|
|
|
312.9
|
|
|
—
|
|
|
Net cash provided by (used in) operating activities
|
1,181.0
|
|
|
1,195.4
|
|
|
14.4
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(9.2
|
)
|
|
(23.6
|
)
|
|
(14.4
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
(278.6
|
)
|
|
(278.6
|
)
|
|
—
|
|
|
Consolidated Statement of Cash Flows
|
For the year ended 2011
|
|||||||
|
In millions
|
As previously reported
|
|
As revised
|
|
Adjustment
|
|||
|
Cash flows from operating activities:
|
|
|
|
|
|
|||
|
Adjustments to arrive at net cash provided by (used in) operating activities:
|
|
|
|
|
|
|||
|
Other, net
|
15.6
|
|
|
51.4
|
|
|
35.8
|
|
|
Net cash provided by (used in) continuing operating activities
|
786.3
|
|
|
822.1
|
|
|
35.8
|
|
|
Net cash provided by (used in) discontinued operating activities
|
400.5
|
|
|
400.5
|
|
|
—
|
|
|
Net cash provided by (used in) operating activities
|
1,186.8
|
|
|
1,222.6
|
|
|
35.8
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(1.5
|
)
|
|
(37.3
|
)
|
|
(35.8
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
146.4
|
|
|
146.4
|
|
|
—
|
|
|
In millions
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
Raw materials
|
$
|
505.1
|
|
|
$
|
378.0
|
|
|
Work-in-process
|
117.1
|
|
|
100.7
|
|
||
|
Finished goods
|
868.0
|
|
|
760.2
|
|
||
|
|
1,490.2
|
|
|
1,238.9
|
|
||
|
LIFO reserve
|
(71.2
|
)
|
|
(72.8
|
)
|
||
|
Total
|
$
|
1,419.0
|
|
|
$
|
1,166.1
|
|
|
In millions
|
Climate
|
|
Industrial
|
|
Total
|
||||||
|
Balance as of December 31, 2013
|
|
|
|
|
|
||||||
|
Goodwill (gross)
|
$
|
7,663.6
|
|
|
$
|
373.0
|
|
|
$
|
8,036.6
|
|
|
Accumulated impairment **
|
(2,496.0
|
)
|
|
—
|
|
|
(2,496.0
|
)
|
|||
|
|
5,167.6
|
|
|
373.0
|
|
|
5,540.6
|
|
|||
|
Acquisitions and adjustments*
|
13.5
|
|
|
2.6
|
|
|
16.1
|
|
|||
|
Currency translation
|
(104.2
|
)
|
|
(5.5
|
)
|
|
(109.7
|
)
|
|||
|
Balance as of September 30, 2014
|
|
|
|
|
|
||||||
|
Goodwill (gross)
|
7,572.9
|
|
|
370.1
|
|
|
7,943.0
|
|
|||
|
Accumulated impairment **
|
(2,496.0
|
)
|
|
—
|
|
|
(2,496.0
|
)
|
|||
|
|
$
|
5,076.9
|
|
|
$
|
370.1
|
|
|
$
|
5,447.0
|
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
In millions
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||||||||
|
Completed technologies/patents
|
|
$
|
173.2
|
|
|
$
|
(142.6
|
)
|
|
$
|
30.6
|
|
|
$
|
174.1
|
|
|
$
|
(128.7
|
)
|
|
$
|
45.4
|
|
|
Customer relationships
|
|
1,856.3
|
|
|
(675.5
|
)
|
|
1,180.8
|
|
|
1,865.9
|
|
|
(599.5
|
)
|
|
1,266.4
|
|
||||||
|
Other
|
|
57.0
|
|
|
(51.0
|
)
|
|
6.0
|
|
|
60.4
|
|
|
(52.2
|
)
|
|
8.2
|
|
||||||
|
Total finite-lived intangible assets
|
|
2,086.5
|
|
|
$
|
(869.1
|
)
|
|
1,217.4
|
|
|
2,100.4
|
|
|
$
|
(780.4
|
)
|
|
1,320.0
|
|
||||
|
Trademarks (indefinite-lived)
|
|
2,602.0
|
|
|
|
|
2,602.0
|
|
|
2,602.0
|
|
|
|
|
2,602.0
|
|
||||||||
|
Total
|
|
$
|
4,688.5
|
|
|
|
|
$
|
3,819.4
|
|
|
$
|
4,702.4
|
|
|
|
|
$
|
3,922.0
|
|
||||
|
In millions
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
Debentures with put feature
|
$
|
343.0
|
|
|
$
|
343.0
|
|
|
5.50% Senior notes due 2015
|
199.3
|
|
|
—
|
|
||
|
4.75% Senior notes due 2015
|
299.9
|
|
|
—
|
|
||
|
Other current maturities of long-term debt
|
7.8
|
|
|
8.0
|
|
||
|
Other short-term borrowings
|
31.0
|
|
|
16.7
|
|
||
|
Total
|
$
|
881.0
|
|
|
$
|
367.7
|
|
|
In millions
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
5.50% Senior notes due 2015
|
$
|
—
|
|
|
$
|
198.1
|
|
|
4.75% Senior notes due 2015
|
—
|
|
|
299.8
|
|
||
|
6.875% Senior notes due 2018
|
749.6
|
|
|
749.5
|
|
||
|
2.875% Senior notes due 2019
|
349.6
|
|
|
349.5
|
|
||
|
9.00% Debentures due 2021
|
125.0
|
|
|
125.0
|
|
||
|
4.250% Senior notes due 2023
|
698.9
|
|
|
698.8
|
|
||
|
7.20% Debentures due 2015-2025
|
75.0
|
|
|
82.5
|
|
||
|
6.48% Debentures due 2025
|
149.7
|
|
|
149.7
|
|
||
|
5.750% Senior notes due 2043
|
498.0
|
|
|
498.0
|
|
||
|
Other loans and notes
|
0.8
|
|
|
2.6
|
|
||
|
Total
|
$
|
2,646.6
|
|
|
$
|
3,153.5
|
|
|
•
|
Level 1 - Inputs based on quoted prices in active markets for identical assets or liabilities.
|
|
•
|
Level 2 - Inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
|
|
•
|
Level 3 - Unobservable inputs based on little or no market activity and that are significant to the fair value of the assets and liabilities.
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||
|
In millions
|
September 30,
2014 |
|
December 31,
2013 |
|
September 30,
2014 |
|
December 31,
2013 |
||||||||
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
||||||||
|
Currency derivatives
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
2.0
|
|
|
$
|
3.4
|
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
||||||||
|
Currency derivatives
|
0.8
|
|
|
3.1
|
|
|
9.0
|
|
|
13.6
|
|
||||
|
Total derivatives
|
$
|
0.9
|
|
|
$
|
3.2
|
|
|
$
|
11.0
|
|
|
$
|
17.0
|
|
|
|
Amount of gain (loss)
recognized in AOCI |
|
Location of gain
(loss) reclassified from AOCI and recognized into Net earnings |
|
Amount of gain (loss)
reclassified from AOCI and recognized into Net earnings |
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|||||||||
|
Currency derivatives - continuing
|
$
|
(2.1
|
)
|
|
$
|
(0.8
|
)
|
|
Cost of goods sold
|
|
$
|
(0.4
|
)
|
|
$
|
(2.7
|
)
|
|
Currency derivatives - discontinued
|
—
|
|
|
(0.8
|
)
|
|
Discontinued operations
|
|
—
|
|
|
0.4
|
|
||||
|
Interest rate swaps
|
—
|
|
|
—
|
|
|
Interest expense
|
|
0.2
|
|
|
0.2
|
|
||||
|
Interest rate locks
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
|
Total
|
$
|
(2.1
|
)
|
|
$
|
(1.6
|
)
|
|
|
|
$
|
(0.8
|
)
|
|
$
|
(2.7
|
)
|
|
|
Location of gain (loss)
recognized in Net earnings |
|
Amount of gain (loss)
recognized in Net earnings |
||||||
|
In millions
|
2014
|
|
2013
|
||||||
|
Currency derivatives
|
Other, net
|
|
$
|
(12.8
|
)
|
|
$
|
12.7
|
|
|
Total
|
|
|
$
|
(12.8
|
)
|
|
$
|
12.7
|
|
|
|
Amount of gain (loss)
recognized in AOCI |
|
Location of gain
(loss) reclassified from AOCI and recognized into Net earnings |
|
Amount of gain (loss)
reclassified from AOCI and recognized into Net earnings |
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|||||||||
|
Currency derivatives - continuing
|
$
|
(0.5
|
)
|
|
$
|
(6.9
|
)
|
|
Cost of goods sold
|
|
$
|
(2.0
|
)
|
|
$
|
(8.5
|
)
|
|
Currency derivatives - discontinued
|
—
|
|
|
1.1
|
|
|
Discontinued operations
|
|
—
|
|
|
0.9
|
|
||||
|
Interest rate swaps
|
—
|
|
|
10.5
|
|
|
Interest expense
|
|
0.6
|
|
|
0.2
|
|
||||
|
Interest rate locks
|
—
|
|
|
—
|
|
|
Interest expense
|
|
(1.9
|
)
|
|
(2.2
|
)
|
||||
|
Total
|
$
|
(0.5
|
)
|
|
$
|
4.7
|
|
|
|
|
$
|
(3.3
|
)
|
|
$
|
(9.6
|
)
|
|
|
Location of gain (loss)
recognized in Net earnings |
|
Amount of gain (loss)
recognized in Net earnings |
||||||
|
In millions
|
2014
|
|
2013
|
||||||
|
Currency derivatives
|
Other, net
|
|
$
|
(11.1
|
)
|
|
$
|
(28.3
|
)
|
|
Total
|
|
|
$
|
(11.1
|
)
|
|
$
|
(28.3
|
)
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Service cost
|
$
|
16.6
|
|
|
$
|
20.2
|
|
|
$
|
51.2
|
|
|
$
|
66.3
|
|
|
Interest cost
|
36.8
|
|
|
39.9
|
|
|
110.7
|
|
|
118.2
|
|
||||
|
Expected return on plan assets
|
(38.9
|
)
|
|
(42.2
|
)
|
|
(117.4
|
)
|
|
(126.1
|
)
|
||||
|
Net amortization of:
|
|
|
|
|
|
|
|
||||||||
|
Prior service costs
|
1.3
|
|
|
1.2
|
|
|
3.4
|
|
|
3.6
|
|
||||
|
Plan net actuarial losses
|
9.2
|
|
|
17.8
|
|
|
27.2
|
|
|
48.8
|
|
||||
|
Net periodic pension benefit cost
|
25.0
|
|
|
36.9
|
|
|
75.1
|
|
|
110.8
|
|
||||
|
Net curtailment and settlement losses
|
2.8
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
||||
|
Net periodic pension benefit cost after net curtailment and settlement losses
|
$
|
27.8
|
|
|
$
|
36.9
|
|
|
$
|
81.6
|
|
|
$
|
110.8
|
|
|
Amounts recorded in continuing operations
|
$
|
25.9
|
|
|
$
|
30.7
|
|
|
$
|
76.1
|
|
|
$
|
90.1
|
|
|
Amounts recorded in discontinued operations
|
1.9
|
|
|
6.2
|
|
|
5.5
|
|
|
20.7
|
|
||||
|
Total
|
$
|
27.8
|
|
|
$
|
36.9
|
|
|
$
|
81.6
|
|
|
$
|
110.8
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Service cost
|
$
|
1.1
|
|
|
$
|
1.6
|
|
|
$
|
3.7
|
|
|
$
|
5.0
|
|
|
Interest cost
|
6.5
|
|
|
6.0
|
|
|
21.1
|
|
|
19.4
|
|
||||
|
Net amortization of:
|
|
|
|
|
|
|
|
||||||||
|
Prior service gains
|
(2.2
|
)
|
|
(2.7
|
)
|
|
(6.6
|
)
|
|
(7.9
|
)
|
||||
|
Net actuarial losses
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
5.3
|
|
||||
|
Net periodic postretirement benefit cost
|
$
|
5.4
|
|
|
$
|
4.8
|
|
|
$
|
18.2
|
|
|
$
|
21.8
|
|
|
Amounts recorded in continuing operations
|
$
|
3.7
|
|
|
$
|
4.4
|
|
|
$
|
12.1
|
|
|
$
|
15.0
|
|
|
Amounts recorded in discontinued operations
|
1.7
|
|
|
0.4
|
|
|
6.1
|
|
|
6.8
|
|
||||
|
Total
|
$
|
5.4
|
|
|
$
|
4.8
|
|
|
$
|
18.2
|
|
|
$
|
21.8
|
|
|
In millions
|
Total
|
|
|
December 31, 2013
|
282.7
|
|
|
Shares issued under incentive plans, net
|
2.8
|
|
|
Repurchase of ordinary shares
|
(19.7
|
)
|
|
September 30, 2014
|
265.8
|
|
|
In millions
|
IR-Ireland
shareholders’ equity |
|
Noncontrolling
interests |
|
Total
equity |
||||||
|
Balance at December 31, 2013
|
$
|
7,068.9
|
|
|
$
|
62.4
|
|
|
$
|
7,131.3
|
|
|
Net earnings
|
676.2
|
|
|
14.0
|
|
|
690.2
|
|
|||
|
Currency translation
|
(275.4
|
)
|
|
(0.5
|
)
|
|
(275.9
|
)
|
|||
|
Change in value of derivatives qualifying as cash flow hedges, net of tax
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|||
|
Pension and OPEB adjustments, net of tax
|
26.0
|
|
|
—
|
|
|
26.0
|
|
|||
|
Total comprehensive income
|
429.2
|
|
|
13.5
|
|
|
442.7
|
|
|||
|
Share-based compensation
|
51.6
|
|
|
—
|
|
|
51.6
|
|
|||
|
Dividends declared to noncontrolling interests
|
—
|
|
|
(16.3
|
)
|
|
(16.3
|
)
|
|||
|
Dividends declared to ordinary shareholders
|
(201.8
|
)
|
|
—
|
|
|
(201.8
|
)
|
|||
|
Shares issued under incentive plans, net
|
99.1
|
|
|
—
|
|
|
99.1
|
|
|||
|
Repurchase of ordinary shares
|
(1,172.9
|
)
|
|
—
|
|
|
(1,172.9
|
)
|
|||
|
Balance at September 30, 2014
|
$
|
6,274.1
|
|
|
$
|
59.6
|
|
|
$
|
6,333.7
|
|
|
In millions
|
IR-Ireland
shareholders’ equity |
|
Noncontrolling
interests |
|
Total
equity |
||||||
|
Balance at December 31, 2012
|
$
|
7,147.8
|
|
|
$
|
81.5
|
|
|
$
|
7,229.3
|
|
|
Net earnings
|
571.1
|
|
|
29.0
|
|
|
600.1
|
|
|||
|
Currency translation
|
(2.7
|
)
|
|
(2.8
|
)
|
|
(5.5
|
)
|
|||
|
Change in value of marketable securities and derivatives qualifying as cash flow hedges, net of tax
|
18.6
|
|
|
—
|
|
|
18.6
|
|
|||
|
Pension and OPEB adjustments, net of tax
|
32.0
|
|
|
—
|
|
|
32.0
|
|
|||
|
Total comprehensive income
|
619.0
|
|
|
26.2
|
|
|
645.2
|
|
|||
|
Share-based compensation
|
53.8
|
|
|
—
|
|
|
53.8
|
|
|||
|
Dividends declared to noncontrolling interests
|
—
|
|
|
(15.8
|
)
|
|
(15.8
|
)
|
|||
|
Dividends declared to ordinary shareholders
|
(123.0
|
)
|
|
—
|
|
|
(123.0
|
)
|
|||
|
Shares issued under incentive plans, net
|
192.3
|
|
|
—
|
|
|
192.3
|
|
|||
|
Repurchase of ordinary shares
|
(795.2
|
)
|
|
—
|
|
|
(795.2
|
)
|
|||
|
Balance at September 30, 2013
|
$
|
7,094.7
|
|
|
$
|
91.9
|
|
|
$
|
7,186.6
|
|
|
In millions
|
|
Cash flow hedges
|
|
Pension and OPEB Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
|
December 31, 2013
|
|
$
|
0.4
|
|
|
$
|
(562.8
|
)
|
|
$
|
395.7
|
|
|
$
|
(166.7
|
)
|
|
Other comprehensive income before reclassifications
|
|
(0.5
|
)
|
|
6.3
|
|
|
(275.4
|
)
|
|
(269.6
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive income
|
|
3.3
|
|
|
30.5
|
|
|
—
|
|
|
33.8
|
|
||||
|
Tax (expense) benefit
|
|
(0.4
|
)
|
|
(10.8
|
)
|
|
—
|
|
|
(11.2
|
)
|
||||
|
September 30, 2014
|
|
$
|
2.8
|
|
|
$
|
(536.8
|
)
|
|
$
|
120.3
|
|
|
$
|
(413.7
|
)
|
|
In millions
|
|
Cash flow hedges and marketable securities
|
|
Pension and OPEB Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
|
December 31, 2012
|
|
$
|
(1.4
|
)
|
|
$
|
(964.2
|
)
|
|
$
|
444.6
|
|
|
$
|
(521.0
|
)
|
|
Other comprehensive income before reclassifications
|
|
9.4
|
|
|
(1.1
|
)
|
|
(2.7
|
)
|
|
5.6
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income
|
|
9.6
|
|
|
49.8
|
|
|
—
|
|
|
59.4
|
|
||||
|
Tax (expense) benefit
|
|
(0.3
|
)
|
|
(16.7
|
)
|
|
—
|
|
|
(17.0
|
)
|
||||
|
September 30, 2013
|
|
$
|
17.3
|
|
|
$
|
(932.2
|
)
|
|
$
|
441.9
|
|
|
$
|
(473.0
|
)
|
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
|
||||||
|
In millions
|
|
Three months ended
|
|
Nine months ended
|
|
Statement of Comprehensive Income Line Item
|
||||
|
Reclasses below represent (Income) loss to the Statement of Comprehensive Income
|
||||||||||
|
|
|
|
|
|
|
|
||||
|
Gains and losses on cash flow hedges:
|
|
|
|
|
|
|
||||
|
Interest rate locks
|
|
$
|
0.6
|
|
|
$
|
1.9
|
|
|
Interest expense
|
|
Interest rate swaps
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|
Interest expense
|
||
|
Foreign exchange contracts
|
|
0.4
|
|
|
2.0
|
|
|
Cost of goods sold
|
||
|
|
|
0.8
|
|
|
3.3
|
|
|
Earnings before income taxes
|
||
|
|
|
0.1
|
|
|
(0.4
|
)
|
|
Provision for income taxes
|
||
|
|
|
0.9
|
|
|
2.9
|
|
|
Net earnings
|
||
|
|
|
|
|
|
|
|
||||
|
Pension and postretirement benefit items:
|
|
|
|
|
|
|
||||
|
Amortization of:
|
|
|
|
|
|
|
||||
|
Prior-service (gains) costs
|
|
$
|
(0.9
|
)
|
|
$
|
(3.2
|
)
|
|
(a)
|
|
Actuarial (gains) losses
|
|
9.2
|
|
|
27.2
|
|
|
(a)
|
||
|
Settlements/curtailments reclassified to earnings
|
|
2.8
|
|
|
6.5
|
|
|
(a)
|
||
|
|
|
11.1
|
|
|
30.5
|
|
|
Earnings before income taxes
|
||
|
|
|
(4.3
|
)
|
|
(10.8
|
)
|
|
Provision for income taxes
|
||
|
|
|
6.8
|
|
|
19.7
|
|
|
Net earnings
|
||
|
|
|
|
|
|
|
|
||||
|
Total reclassifications for the period
|
|
$
|
7.7
|
|
|
$
|
22.6
|
|
|
|
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
|
||||||
|
In millions
|
|
Three months ended
|
|
Nine months ended
|
|
Statement of Comprehensive Income Line Item
|
||||
|
Reclasses below represent (Income) loss to the Statement of Comprehensive Income
|
||||||||||
|
|
|
|
|
|
|
|
||||
|
Gains and losses on cash flow hedges:
|
|
|
|
|
|
|
||||
|
Interest rate locks
|
|
$
|
0.6
|
|
|
2.2
|
|
|
Interest expense
|
|
|
Interest rate swaps
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
Interest expense
|
||
|
Foreign exchange contracts - Continuing
|
|
2.7
|
|
|
$
|
8.5
|
|
|
Cost of goods sold
|
|
|
Foreign exchange contracts - Discontinued
|
|
(0.4
|
)
|
|
(0.9
|
)
|
|
Discontinued operations
|
||
|
|
|
2.7
|
|
|
9.6
|
|
|
Earnings before income taxes
|
||
|
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|
Provision for income taxes
|
||
|
|
|
2.5
|
|
|
8.9
|
|
|
Net earnings
|
||
|
|
|
|
|
|
|
|
||||
|
Pension and Postretirement benefit items:
|
|
|
|
|
|
|
||||
|
Amortization of:
|
|
|
|
|
|
|
||||
|
Prior-service (gains) costs
|
|
$
|
(1.5
|
)
|
|
$
|
(4.3
|
)
|
|
(a)
|
|
Actuarial (gains) losses
|
|
17.7
|
|
|
54.1
|
|
|
(a)
|
||
|
|
|
16.2
|
|
|
49.8
|
|
|
Earnings before income taxes
|
||
|
|
|
(5.2
|
)
|
|
(16.7
|
)
|
|
Provision for income taxes
|
||
|
|
|
11.0
|
|
|
33.1
|
|
|
Net earnings
|
||
|
|
|
|
|
|
|
|
||||
|
Total reclassifications for the period
|
|
$
|
13.5
|
|
|
$
|
42.0
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Stock options
|
$
|
3.3
|
|
|
$
|
4.3
|
|
|
$
|
13.3
|
|
|
$
|
17.5
|
|
|
RSUs
|
5.0
|
|
|
5.5
|
|
|
20.1
|
|
|
21.9
|
|
||||
|
Perfomance shares
|
4.9
|
|
|
4.5
|
|
|
19.3
|
|
|
15.8
|
|
||||
|
Deferred compensation
|
0.3
|
|
|
0.3
|
|
|
1.3
|
|
|
1.2
|
|
||||
|
Other
|
(0.4
|
)
|
|
0.9
|
|
|
(0.1
|
)
|
|
1.7
|
|
||||
|
Pre-tax expense
|
13.1
|
|
|
15.5
|
|
|
53.9
|
|
|
58.1
|
|
||||
|
Tax benefit
|
(5.0
|
)
|
|
(5.9
|
)
|
|
(20.6
|
)
|
|
(22.2
|
)
|
||||
|
After-tax expense
|
$
|
8.1
|
|
|
$
|
9.6
|
|
|
$
|
33.3
|
|
|
$
|
35.9
|
|
|
Amounts recorded in continuing operations
|
$
|
8.1
|
|
|
$
|
8.5
|
|
|
$
|
33.3
|
|
|
$
|
32.4
|
|
|
Amounts recorded in discontinued operations
|
—
|
|
|
1.1
|
|
|
—
|
|
|
3.5
|
|
||||
|
Total
|
$
|
8.1
|
|
|
$
|
9.6
|
|
|
$
|
33.3
|
|
|
$
|
35.9
|
|
|
|
2014
|
|
2013
|
||||||||||
|
|
Number
granted
|
|
Weighted-
average fair
value per award
|
|
Number
granted
|
|
Weighted-
average fair
value per award
|
||||||
|
Stock options
|
1,160,057
|
|
|
$
|
14.29
|
|
|
1,338,402
|
|
|
$
|
16.54
|
|
|
RSUs
|
375,273
|
|
|
$
|
59.83
|
|
|
575,176
|
|
|
$
|
52.92
|
|
|
|
|
2014
|
|
2013
|
||
|
Dividend yield
|
|
1.67
|
%
|
|
1.60
|
%
|
|
Volatility
|
|
31.43
|
%
|
|
42.15
|
%
|
|
Risk-free rate of return
|
|
1.46
|
%
|
|
0.85
|
%
|
|
Expected life
|
|
4.9 years
|
|
|
5.1 years
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Climate
|
$
|
0.4
|
|
|
$
|
2.6
|
|
|
$
|
4.6
|
|
|
$
|
23.5
|
|
|
Industrial
|
0.5
|
|
|
0.3
|
|
|
3.4
|
|
|
5.4
|
|
||||
|
Corporate and Other
|
0.3
|
|
|
6.4
|
|
|
2.1
|
|
|
9.2
|
|
||||
|
Total
|
$
|
1.2
|
|
|
$
|
9.3
|
|
|
$
|
10.1
|
|
|
$
|
38.1
|
|
|
Cost of goods sold
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
$
|
2.4
|
|
|
$
|
12.5
|
|
|
Selling and administrative expenses
|
0.7
|
|
|
8.7
|
|
|
7.7
|
|
|
25.6
|
|
||||
|
Total
|
$
|
1.2
|
|
|
$
|
9.3
|
|
|
$
|
10.1
|
|
|
$
|
38.1
|
|
|
In millions
|
Climate
|
|
Industrial
|
|
Corporate
and Other
|
|
Total
|
||||||||
|
December 31, 2013
|
$
|
18.0
|
|
|
$
|
9.5
|
|
|
$
|
5.0
|
|
|
$
|
32.5
|
|
|
Additions, net of reversals
|
4.6
|
|
|
3.4
|
|
|
2.1
|
|
|
10.1
|
|
||||
|
Cash and non-cash uses
|
(19.0
|
)
|
|
(11.9
|
)
|
|
(6.3
|
)
|
|
(37.2
|
)
|
||||
|
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
September 30, 2014
|
$
|
3.6
|
|
|
$
|
1.0
|
|
|
$
|
0.8
|
|
|
$
|
5.4
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Interest income
|
$
|
3.0
|
|
|
$
|
3.6
|
|
|
$
|
9.4
|
|
|
$
|
9.5
|
|
|
Exchange gain (loss)
|
(1.0
|
)
|
|
(3.4
|
)
|
|
(2.4
|
)
|
|
(10.1
|
)
|
||||
|
Earnings (loss) from equity investments
|
3.3
|
|
|
1.0
|
|
|
3.7
|
|
|
(1.6
|
)
|
||||
|
Other
|
4.3
|
|
|
4.8
|
|
|
9.5
|
|
|
6.3
|
|
||||
|
Other, net
|
$
|
9.6
|
|
|
$
|
6.0
|
|
|
$
|
20.2
|
|
|
$
|
4.1
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net revenues
|
$
|
—
|
|
|
$
|
535.3
|
|
|
$
|
—
|
|
|
$
|
1,542.9
|
|
|
Pre-tax earnings (loss) from operations
|
$
|
(9.8
|
)
|
|
$
|
(9.5
|
)
|
|
$
|
(27.3
|
)
|
|
$
|
134.3
|
|
|
Tax benefit (expense)
|
2.8
|
|
|
(37.2
|
)
|
|
18.7
|
|
|
(91.6
|
)
|
||||
|
Discontinued operations, net of tax
|
$
|
(7.0
|
)
|
|
$
|
(46.7
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
42.7
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Allegion, net of tax*
|
$
|
2.8
|
|
|
$
|
(44.2
|
)
|
|
$
|
15.6
|
|
|
$
|
46.9
|
|
|
Other discontinued operations, net of tax
|
(9.8
|
)
|
|
(2.5
|
)
|
|
(24.2
|
)
|
|
(4.2
|
)
|
||||
|
Discontinued operations, net of tax
|
$
|
(7.0
|
)
|
|
$
|
(46.7
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
42.7
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
Weighted-average number of basic shares
|
267.9
|
|
|
291.6
|
|
|
272.2
|
|
|
295.9
|
|
|
Shares issuable under incentive stock plans
|
3.7
|
|
|
3.9
|
|
|
3.7
|
|
|
3.9
|
|
|
Weighted-average number of diluted shares
|
271.6
|
|
|
295.5
|
|
|
275.9
|
|
|
299.8
|
|
|
Anti-dilutive shares
|
0.9
|
|
|
1.0
|
|
|
1.1
|
|
|
1.1
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net revenues
|
|
|
|
|
|
|
|
||||||||
|
Climate
|
$
|
2,644.0
|
|
|
$
|
2,492.3
|
|
|
$
|
7,433.8
|
|
|
$
|
7,086.5
|
|
|
Industrial
|
741.0
|
|
|
721.9
|
|
|
2,217.1
|
|
|
2,165.1
|
|
||||
|
Total
|
$
|
3,385.0
|
|
|
$
|
3,214.2
|
|
|
$
|
9,650.9
|
|
|
$
|
9,251.6
|
|
|
Segment operating income
|
|
|
|
|
|
|
|
||||||||
|
Climate
|
$
|
377.6
|
|
|
$
|
323.7
|
|
|
$
|
897.9
|
|
|
$
|
725.4
|
|
|
Industrial
|
108.8
|
|
|
114.8
|
|
|
318.2
|
|
|
336.5
|
|
||||
|
Total
|
$
|
486.4
|
|
|
$
|
438.5
|
|
|
$
|
1,216.1
|
|
|
$
|
1,061.9
|
|
|
Reconciliation to Operating income
|
|
|
|
|
|
|
|
||||||||
|
Unallocated corporate expense
|
(46.4
|
)
|
|
(59.0
|
)
|
|
(157.7
|
)
|
|
(174.9
|
)
|
||||
|
Operating income
|
$
|
440.0
|
|
|
$
|
379.5
|
|
|
$
|
1,058.4
|
|
|
$
|
887.0
|
|
|
•
|
the outside expert’s interpretation of a widely accepted forecast of the population likely to have been occupationally exposed to asbestos;
|
|
•
|
epidemiological studies estimating the number of people likely to develop asbestos-related diseases such as mesothelioma and lung cancer;
|
|
•
|
the Company’s historical experience with the filing of non-malignancy claims and claims alleging other types of malignant diseases filed against the Company relative to the number of lung cancer claims filed against the Company;
|
|
•
|
the outside expert’s analysis of the number of people likely to file an asbestos-related personal injury claim against the Company based on such epidemiological and historical data and the Company’s most recent three-year claims history;
|
|
•
|
an analysis of the Company’s pending cases, by type of disease claimed and by year filed;
|
|
•
|
an analysis of the Company’s most recent three-year history to determine the average settlement and resolution value of claims, by type of disease claimed;
|
|
•
|
an adjustment for inflation in the future average settlement value of claims, at a
2.5%
annual inflation rate, adjusted downward to
1.5%
to take account of the declining value of claims resulting from the aging of the claimant population; and
|
|
•
|
an analysis of the period over which the Company has and is likely to resolve asbestos-related claims against it in the future.
|
|
In millions
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
Accrued expenses and other current liabilities
|
$
|
69.1
|
|
|
$
|
69.1
|
|
|
Other noncurrent liabilities
|
726.9
|
|
|
777.1
|
|
||
|
Total asbestos-related liabilities
|
$
|
796.0
|
|
|
$
|
846.2
|
|
|
Other current assets
|
$
|
22.0
|
|
|
$
|
22.3
|
|
|
Other noncurrent assets
|
286.3
|
|
|
299.5
|
|
||
|
Total asset for probable asbestos-related insurance recoveries
|
$
|
308.3
|
|
|
$
|
321.8
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Continuing operations
|
$
|
3.5
|
|
|
$
|
4.1
|
|
|
$
|
2.3
|
|
|
$
|
(3.6
|
)
|
|
Discontinued operations
|
(4.5
|
)
|
|
(2.5
|
)
|
|
(18.3
|
)
|
|
(10.4
|
)
|
||||
|
Total
|
$
|
(1.0
|
)
|
|
$
|
1.6
|
|
|
$
|
(16.0
|
)
|
|
$
|
(14.0
|
)
|
|
•
|
a review of other companies in circumstances comparable to IR-New Jersey, including Trane, and the success of other companies in recovering under their insurance policies, including Trane's favorable settlement discussed above;
|
|
•
|
the Company's confidence in its right to recovery under the terms of its policies and pursuant to applicable law; and
|
|
•
|
the Company's history of receiving payments under the IR-New Jersey insurance program, including under policies that had been the subject of prior litigation.
|
|
In millions
|
2014
|
|
2013
|
||||
|
Balance at beginning of period
|
$
|
245.7
|
|
|
$
|
253.4
|
|
|
Reductions for payments
|
(113.9
|
)
|
|
(122.2
|
)
|
||
|
Accruals for warranties issued during the current period
|
116.4
|
|
|
115.9
|
|
||
|
Changes to accruals related to preexisting warranties
|
10.8
|
|
|
(0.2
|
)
|
||
|
Translation
|
(3.1
|
)
|
|
0.2
|
|
||
|
Balance at end of period
|
$
|
255.9
|
|
|
$
|
247.1
|
|
|
In millions
|
2014
|
|
2013
|
||||
|
Balance at beginning of period
|
$
|
359.1
|
|
|
$
|
375.1
|
|
|
Amortization of deferred revenue for the period
|
(77.6
|
)
|
|
(78.6
|
)
|
||
|
Additions for extended warranties issued during the period
|
59.9
|
|
|
66.7
|
|
||
|
Changes to accruals related to preexisting warranties
|
(2.4
|
)
|
|
3.0
|
|
||
|
Translation
|
(1.1
|
)
|
|
(0.2
|
)
|
||
|
Balance at end of period
|
$
|
337.9
|
|
|
$
|
366.0
|
|
|
•
|
IR-Ireland, IR-Limited and IR-International fully and unconditionally guarantee the outstanding public debt of IR-Global and IR-New Jersey.
|
|
•
|
IR-Ireland, IR-Limited and IR-New Jersey fully and unconditionally guarantee the outstanding public debt of IR-International.
|
|
•
|
During 2013, IR-Global and IR-International public outstanding indentures were modified to include IR-New Jersey as a co-obligor.
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
|
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250.4
|
|
|
$
|
3,134.6
|
|
|
$
|
—
|
|
|
$
|
3,385.0
|
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(165.5
|
)
|
|
(2,161.5
|
)
|
|
—
|
|
|
(2,327.0
|
)
|
||||||||
|
Selling and administrative expenses
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(103.7
|
)
|
|
(512.4
|
)
|
|
—
|
|
|
(618.0
|
)
|
||||||||
|
Operating income (loss)
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(18.8
|
)
|
|
460.7
|
|
|
—
|
|
|
440.0
|
|
||||||||
|
Equity earnings (loss) in affiliates, net of tax
|
297.5
|
|
|
298.9
|
|
|
301.9
|
|
|
140.6
|
|
|
217.3
|
|
|
437.6
|
|
|
(1,693.8
|
)
|
|
—
|
|
||||||||
|
Interest expense
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
(32.0
|
)
|
|
(12.1
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
(52.3
|
)
|
||||||||
|
Intercompany interest and fees
|
(4.6
|
)
|
|
(0.8
|
)
|
|
(1.0
|
)
|
|
0.1
|
|
|
(60.7
|
)
|
|
67.0
|
|
|
—
|
|
|
—
|
|
||||||||
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
10.0
|
|
|
—
|
|
|
9.6
|
|
||||||||
|
Earnings (loss) before income taxes
|
291.1
|
|
|
298.1
|
|
|
296.9
|
|
|
108.6
|
|
|
125.3
|
|
|
971.1
|
|
|
(1,693.8
|
)
|
|
397.3
|
|
||||||||
|
Benefit (provision) for income taxes
|
0.2
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
|
25.2
|
|
|
(131.1
|
)
|
|
—
|
|
|
(94.1
|
)
|
||||||||
|
Earnings (loss) from continuing operations
|
291.3
|
|
|
298.1
|
|
|
296.9
|
|
|
120.2
|
|
|
150.5
|
|
|
840.0
|
|
|
(1,693.8
|
)
|
|
303.2
|
|
||||||||
|
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.6
|
)
|
|
2.6
|
|
|
—
|
|
|
(7.0
|
)
|
||||||||
|
Net earnings (loss)
|
291.3
|
|
|
298.1
|
|
|
296.9
|
|
|
120.2
|
|
|
140.9
|
|
|
842.6
|
|
|
(1,693.8
|
)
|
|
296.2
|
|
||||||||
|
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|
—
|
|
|
(4.9
|
)
|
||||||||
|
Net earnings (loss) attributable to Ingersoll-Rand plc
|
$
|
291.3
|
|
|
$
|
298.1
|
|
|
$
|
296.9
|
|
|
$
|
120.2
|
|
|
$
|
140.9
|
|
|
$
|
837.7
|
|
|
$
|
(1,693.8
|
)
|
|
$
|
291.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Total comprehensive income (loss)
|
75.1
|
|
|
81.8
|
|
|
297.2
|
|
|
120.3
|
|
|
144.5
|
|
|
620.8
|
|
|
(1,261.4
|
)
|
|
78.3
|
|
||||||||
|
Less: Total comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
||||||||
|
Total comprehensive income (loss) attributable to Ingersoll-Rand plc
|
$
|
75.1
|
|
|
$
|
81.8
|
|
|
$
|
297.2
|
|
|
$
|
120.3
|
|
|
$
|
144.5
|
|
|
$
|
617.6
|
|
|
$
|
(1,261.4
|
)
|
|
$
|
75.1
|
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
|
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
726.4
|
|
|
$
|
8,924.5
|
|
|
$
|
—
|
|
|
$
|
9,650.9
|
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(450.9
|
)
|
|
(6,270.8
|
)
|
|
—
|
|
|
(6,721.7
|
)
|
||||||||
|
Selling and administrative expenses
|
(24.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(299.3
|
)
|
|
(1,546.4
|
)
|
|
—
|
|
|
(1,870.8
|
)
|
||||||||
|
Operating income (loss)
|
(24.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(23.8
|
)
|
|
1,107.3
|
|
|
—
|
|
|
1,058.4
|
|
||||||||
|
Equity earnings (loss) in affiliates, net of tax
|
712.8
|
|
|
720.0
|
|
|
732.3
|
|
|
325.2
|
|
|
503.7
|
|
|
1,032.9
|
|
|
(4,026.9
|
)
|
|
—
|
|
||||||||
|
Interest expense
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
(95.9
|
)
|
|
(36.7
|
)
|
|
(12.8
|
)
|
|
—
|
|
|
(157.3
|
)
|
||||||||
|
Intercompany interest and fees
|
(12.7
|
)
|
|
(2.6
|
)
|
|
(8.8
|
)
|
|
(0.9
|
)
|
|
(147.7
|
)
|
|
172.7
|
|
|
—
|
|
|
—
|
|
||||||||
|
Other, net
|
0.2
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
13.5
|
|
|
3.2
|
|
|
—
|
|
|
20.2
|
|
||||||||
|
Earnings (loss) before income taxes
|
675.7
|
|
|
717.4
|
|
|
714.9
|
|
|
227.9
|
|
|
309.0
|
|
|
2,303.3
|
|
|
(4,026.9
|
)
|
|
921.3
|
|
||||||||
|
Benefit (provision) for income taxes
|
0.5
|
|
|
(0.1
|
)
|
|
—
|
|
|
31.1
|
|
|
44.1
|
|
|
(298.1
|
)
|
|
—
|
|
|
(222.5
|
)
|
||||||||
|
Earnings (loss) from continuing operations
|
676.2
|
|
|
717.3
|
|
|
714.9
|
|
|
259.0
|
|
|
353.1
|
|
|
2,005.2
|
|
|
(4,026.9
|
)
|
|
698.8
|
|
||||||||
|
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.8
|
)
|
|
26.2
|
|
|
—
|
|
|
(8.6
|
)
|
||||||||
|
Net earnings (loss)
|
676.2
|
|
|
717.3
|
|
|
714.9
|
|
|
259.0
|
|
|
318.3
|
|
|
2,031.4
|
|
|
(4,026.9
|
)
|
|
690.2
|
|
||||||||
|
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.0
|
)
|
|
—
|
|
|
(14.0
|
)
|
||||||||
|
Net earnings (loss) attributable to Ingersoll-Rand plc
|
$
|
676.2
|
|
|
$
|
717.3
|
|
|
$
|
714.9
|
|
|
$
|
259.0
|
|
|
$
|
318.3
|
|
|
$
|
2,017.4
|
|
|
$
|
(4,026.9
|
)
|
|
$
|
676.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Total comprehensive income (loss)
|
429.2
|
|
|
477.6
|
|
|
715.8
|
|
|
259.3
|
|
|
379.3
|
|
|
1,650.4
|
|
|
(3,468.9
|
)
|
|
442.7
|
|
||||||||
|
Less: Total comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.5
|
)
|
|
—
|
|
|
(13.5
|
)
|
||||||||
|
Total comprehensive income (loss) attributable to Ingersoll-Rand plc
|
$
|
429.2
|
|
|
$
|
477.6
|
|
|
$
|
715.8
|
|
|
$
|
259.3
|
|
|
$
|
379.3
|
|
|
$
|
1,636.9
|
|
|
$
|
(3,468.9
|
)
|
|
$
|
429.2
|
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
|
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
236.3
|
|
|
$
|
2,977.9
|
|
|
$
|
—
|
|
|
$
|
3,214.2
|
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138.2
|
)
|
|
(2,079.5
|
)
|
|
—
|
|
|
(2,217.7
|
)
|
||||||||
|
Selling and administrative expenses
|
(10.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(104.8
|
)
|
|
(501.3
|
)
|
|
—
|
|
|
(617.0
|
)
|
||||||||
|
Operating income (loss)
|
(10.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(6.7
|
)
|
|
397.1
|
|
|
—
|
|
|
379.5
|
|
||||||||
|
Equity earnings (loss) in affiliates, net of tax
|
177.7
|
|
|
177.8
|
|
|
192.0
|
|
|
280.1
|
|
|
9.1
|
|
|
166.5
|
|
|
(1,003.2
|
)
|
|
—
|
|
||||||||
|
Interest expense
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
(82.9
|
)
|
|
(12.3
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
(102.8
|
)
|
||||||||
|
Intercompany interest and fees
|
(3.6
|
)
|
|
—
|
|
|
(8.0
|
)
|
|
(8.1
|
)
|
|
(1.1
|
)
|
|
20.8
|
|
|
—
|
|
|
—
|
|
||||||||
|
Other, net
|
0.8
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
27.9
|
|
|
(13.7
|
)
|
|
(9.5
|
)
|
|
6.0
|
|
||||||||
|
Earnings (loss) before income taxes
|
164.2
|
|
|
177.8
|
|
|
180.5
|
|
|
188.9
|
|
|
16.9
|
|
|
567.1
|
|
|
(1,012.7
|
)
|
|
282.7
|
|
||||||||
|
Benefit (provision) for income taxes
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(55.9
|
)
|
|
—
|
|
|
(55.1
|
)
|
||||||||
|
Earnings (loss) from continuing operations
|
165.9
|
|
|
177.8
|
|
|
180.5
|
|
|
188.9
|
|
|
16.0
|
|
|
511.2
|
|
|
(1,012.7
|
)
|
|
227.6
|
|
||||||||
|
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.9
|
)
|
|
(16.8
|
)
|
|
—
|
|
|
(46.7
|
)
|
||||||||
|
Net earnings (loss)
|
165.9
|
|
|
177.8
|
|
|
180.5
|
|
|
188.9
|
|
|
(13.9
|
)
|
|
494.4
|
|
|
(1,012.7
|
)
|
|
180.9
|
|
||||||||
|
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.5
|
)
|
|
9.5
|
|
|
(15.0
|
)
|
||||||||
|
Net earnings (loss) attributable to Ingersoll-Rand plc
|
$
|
165.9
|
|
|
$
|
177.8
|
|
|
$
|
180.5
|
|
|
$
|
188.9
|
|
|
$
|
(13.9
|
)
|
|
$
|
469.9
|
|
|
$
|
(1,003.2
|
)
|
|
$
|
165.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Total comprehensive income (loss)
|
291.5
|
|
|
303.3
|
|
|
180.9
|
|
|
189.0
|
|
|
(9.4
|
)
|
|
620.3
|
|
|
(1,264.0
|
)
|
|
311.6
|
|
||||||||
|
Less: Total comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.6
|
)
|
|
9.5
|
|
|
(20.1
|
)
|
||||||||
|
Total comprehensive income (loss) attributable to Ingersoll-Rand plc
|
$
|
291.5
|
|
|
$
|
303.3
|
|
|
$
|
180.9
|
|
|
$
|
189.0
|
|
|
$
|
(9.4
|
)
|
|
$
|
590.7
|
|
|
$
|
(1,254.5
|
)
|
|
$
|
291.5
|
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
|
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
698.3
|
|
|
$
|
8,553.3
|
|
|
$
|
—
|
|
|
$
|
9,251.6
|
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(421.4
|
)
|
|
(6,086.2
|
)
|
|
—
|
|
|
(6,507.6
|
)
|
||||||||
|
Selling and administrative expenses
|
(19.0
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(289.6
|
)
|
|
(1,547.7
|
)
|
|
—
|
|
|
(1,857.0
|
)
|
||||||||
|
Operating income (loss)
|
(19.0
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(12.7
|
)
|
|
919.4
|
|
|
—
|
|
|
887.0
|
|
||||||||
|
Equity earnings (loss) in affiliates, net of tax
|
595.2
|
|
|
595.3
|
|
|
639.0
|
|
|
819.9
|
|
|
119.3
|
|
|
643.6
|
|
|
(3,412.3
|
)
|
|
—
|
|
||||||||
|
Interest expense
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
(164.3
|
)
|
|
(37.1
|
)
|
|
(12.1
|
)
|
|
—
|
|
|
(225.4
|
)
|
||||||||
|
Intercompany interest and fees
|
(9.9
|
)
|
|
—
|
|
|
(25.3
|
)
|
|
(26.8
|
)
|
|
(1.8
|
)
|
|
63.8
|
|
|
—
|
|
|
—
|
|
||||||||
|
Other, net
|
1.3
|
|
|
—
|
|
|
1.8
|
|
|
0.8
|
|
|
25.1
|
|
|
(0.9
|
)
|
|
(24.0
|
)
|
|
4.1
|
|
||||||||
|
Earnings (loss) before income taxes
|
567.6
|
|
|
595.3
|
|
|
603.6
|
|
|
628.9
|
|
|
92.8
|
|
|
1,613.8
|
|
|
(3,436.3
|
)
|
|
665.7
|
|
||||||||
|
Benefit (provision) for income taxes
|
3.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.2
|
|
|
(146.0
|
)
|
|
—
|
|
|
(108.3
|
)
|
||||||||
|
Earnings (loss) from continuing operations
|
571.1
|
|
|
595.3
|
|
|
603.6
|
|
|
628.9
|
|
|
127.0
|
|
|
1,467.8
|
|
|
(3,436.3
|
)
|
|
557.4
|
|
||||||||
|
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87.1
|
)
|
|
129.8
|
|
|
—
|
|
|
42.7
|
|
||||||||
|
Net earnings (loss)
|
571.1
|
|
|
595.3
|
|
|
603.6
|
|
|
628.9
|
|
|
39.9
|
|
|
1,597.6
|
|
|
(3,436.3
|
)
|
|
600.1
|
|
||||||||
|
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53.0
|
)
|
|
24.0
|
|
|
(29.0
|
)
|
||||||||
|
Net earnings (loss) attributable to Ingersoll-Rand plc
|
$
|
571.1
|
|
|
$
|
595.3
|
|
|
$
|
603.6
|
|
|
$
|
628.9
|
|
|
$
|
39.9
|
|
|
$
|
1,544.6
|
|
|
$
|
(3,412.3
|
)
|
|
$
|
571.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Total comprehensive income (loss)
|
619.0
|
|
|
642.8
|
|
|
604.6
|
|
|
640.5
|
|
|
55.1
|
|
|
1,619.2
|
|
|
(3,536.0
|
)
|
|
645.2
|
|
||||||||
|
Less: Total comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
(52.7
|
)
|
|
24.0
|
|
|
(26.2
|
)
|
||||||||
|
Total comprehensive income (loss) attributable to Ingersoll-Rand plc
|
$
|
619.0
|
|
|
$
|
642.8
|
|
|
$
|
604.6
|
|
|
$
|
640.5
|
|
|
$
|
57.6
|
|
|
$
|
1,566.5
|
|
|
$
|
(3,512.0
|
)
|
|
$
|
619.0
|
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
0.8
|
|
|
$
|
929.6
|
|
|
$
|
—
|
|
|
$
|
936.7
|
|
|
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142.4
|
|
|
2,160.2
|
|
|
—
|
|
|
2,302.6
|
|
||||||||
|
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92.5
|
|
|
1,326.5
|
|
|
—
|
|
|
1,419.0
|
|
||||||||
|
Other current assets
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
6.6
|
|
|
113.3
|
|
|
391.6
|
|
|
—
|
|
|
511.8
|
|
||||||||
|
Accounts and notes receivable affiliates
|
82.8
|
|
|
310.9
|
|
|
8,234.1
|
|
|
300.0
|
|
|
4,706.7
|
|
|
20,333.4
|
|
|
(33,967.9
|
)
|
|
—
|
|
||||||||
|
Total current assets
|
83.0
|
|
|
311.0
|
|
|
8,234.1
|
|
|
312.9
|
|
|
5,055.7
|
|
|
25,141.3
|
|
|
(33,967.9
|
)
|
|
5,170.1
|
|
||||||||
|
Investment in affiliates
|
9,836.7
|
|
|
13,026.6
|
|
|
3,852.8
|
|
|
9,288.8
|
|
|
15,158.7
|
|
|
7,125.4
|
|
|
(58,289.0
|
)
|
|
—
|
|
||||||||
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
309.7
|
|
|
1,156.0
|
|
|
—
|
|
|
1,465.7
|
|
||||||||
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65.6
|
|
|
9,200.8
|
|
|
—
|
|
|
9,266.4
|
|
||||||||
|
Other noncurrent assets
|
0.5
|
|
|
—
|
|
|
0.1
|
|
|
195.1
|
|
|
642.0
|
|
|
650.7
|
|
|
(525.0
|
)
|
|
963.4
|
|
||||||||
|
Total assets
|
$
|
9,920.2
|
|
|
$
|
13,337.6
|
|
|
$
|
12,087.0
|
|
|
$
|
9,796.8
|
|
|
$
|
21,231.7
|
|
|
$
|
43,274.2
|
|
|
$
|
(92,781.9
|
)
|
|
$
|
16,865.6
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Accounts payable and accruals
|
$
|
8.6
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
25.7
|
|
|
$
|
469.7
|
|
|
$
|
2,739.6
|
|
|
$
|
—
|
|
|
$
|
3,249.0
|
|
|
Short-term borrowings and current maturities of long-term debt
|
—
|
|
|
—
|
|
|
299.9
|
|
|
—
|
|
|
350.5
|
|
|
230.6
|
|
|
—
|
|
|
881.0
|
|
||||||||
|
Accounts and note payable affiliates
|
3,637.5
|
|
|
749.9
|
|
|
696.0
|
|
|
409.8
|
|
|
14,262.9
|
|
|
14,211.4
|
|
|
(33,967.5
|
)
|
|
—
|
|
||||||||
|
Total current liabilities
|
3,646.1
|
|
|
749.9
|
|
|
1,001.3
|
|
|
435.5
|
|
|
15,083.1
|
|
|
17,181.6
|
|
|
(33,967.5
|
)
|
|
4,130.0
|
|
||||||||
|
Long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
2,296.0
|
|
|
349.7
|
|
|
0.9
|
|
|
—
|
|
|
2,646.6
|
|
||||||||
|
Other noncurrent liabilities
|
—
|
|
|
—
|
|
|
3.8
|
|
|
2.0
|
|
|
1,260.1
|
|
|
3,014.4
|
|
|
(525.0
|
)
|
|
3,755.3
|
|
||||||||
|
Total liabilities
|
3,646.1
|
|
|
749.9
|
|
|
1,005.1
|
|
|
2,733.5
|
|
|
16,692.9
|
|
|
20,196.9
|
|
|
(34,492.5
|
)
|
|
10,531.9
|
|
||||||||
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Total equity
|
6,274.1
|
|
|
12,587.7
|
|
|
11,081.9
|
|
|
7,063.3
|
|
|
4,538.8
|
|
|
23,077.3
|
|
|
(58,289.4
|
)
|
|
6,333.7
|
|
||||||||
|
Total liabilities and equity
|
$
|
9,920.2
|
|
|
$
|
13,337.6
|
|
|
$
|
12,087.0
|
|
|
$
|
9,796.8
|
|
|
$
|
21,231.7
|
|
|
$
|
43,274.2
|
|
|
$
|
(92,781.9
|
)
|
|
$
|
16,865.6
|
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
975.3
|
|
|
$
|
59.6
|
|
|
$
|
902.3
|
|
|
$
|
—
|
|
|
$
|
1,937.2
|
|
|
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149.4
|
|
|
1,922.1
|
|
|
—
|
|
|
2,071.5
|
|
||||||||
|
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.5
|
|
|
1,095.6
|
|
|
—
|
|
|
1,166.1
|
|
||||||||
|
Other current assets
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
127.6
|
|
|
414.0
|
|
|
—
|
|
|
541.9
|
|
||||||||
|
Accounts and notes receivable affiliates
|
1,086.9
|
|
|
309.6
|
|
|
2.3
|
|
|
1,496.6
|
|
|
11,683.7
|
|
|
27,616.6
|
|
|
(42,195.7
|
)
|
|
—
|
|
||||||||
|
Total current assets
|
1,087.0
|
|
|
309.6
|
|
|
2.3
|
|
|
2,472.1
|
|
|
12,090.8
|
|
|
31,950.6
|
|
|
(42,195.7
|
)
|
|
5,716.7
|
|
||||||||
|
Investment in affiliates
|
8,697.8
|
|
|
13,696.0
|
|
|
11,339.0
|
|
|
7,144.5
|
|
|
15,923.4
|
|
|
42,714.1
|
|
|
(99,514.8
|
)
|
|
—
|
|
||||||||
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293.3
|
|
|
1,175.1
|
|
|
—
|
|
|
1,468.4
|
|
||||||||
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85.7
|
|
|
9,376.9
|
|
|
—
|
|
|
9,462.6
|
|
||||||||
|
Other noncurrent assets
|
—
|
|
|
(4.3
|
)
|
|
0.3
|
|
|
18.8
|
|
|
298.2
|
|
|
697.4
|
|
|
—
|
|
|
1,010.4
|
|
||||||||
|
Total assets
|
$
|
9,784.8
|
|
|
$
|
14,001.3
|
|
|
$
|
11,341.6
|
|
|
$
|
9,635.4
|
|
|
$
|
28,691.4
|
|
|
$
|
85,914.1
|
|
|
$
|
(141,710.5
|
)
|
|
$
|
17,658.1
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Accounts payable and accruals
|
$
|
30.6
|
|
|
$
|
—
|
|
|
$
|
12.1
|
|
|
$
|
27.5
|
|
|
$
|
440.8
|
|
|
$
|
2,529.9
|
|
|
$
|
—
|
|
|
$
|
3,040.9
|
|
|
Short-term borrowings and current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350.5
|
|
|
17.2
|
|
|
—
|
|
|
367.7
|
|
||||||||
|
Accounts and note payable affiliates
|
2,685.3
|
|
|
3,780.6
|
|
|
4,803.3
|
|
|
5,982.2
|
|
|
16,217.4
|
|
|
8,809.0
|
|
|
(42,277.8
|
)
|
|
—
|
|
||||||||
|
Total current liabilities
|
2,715.9
|
|
|
3,780.6
|
|
|
4,815.4
|
|
|
6,009.7
|
|
|
17,008.7
|
|
|
11,356.1
|
|
|
(42,277.8
|
)
|
|
3,408.6
|
|
||||||||
|
Long-term debt
|
—
|
|
|
—
|
|
|
299.8
|
|
|
2,295.7
|
|
|
357.2
|
|
|
200.8
|
|
|
—
|
|
|
3,153.5
|
|
||||||||
|
Other noncurrent liabilities
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
877.3
|
|
|
3,083.6
|
|
|
—
|
|
|
3,964.7
|
|
||||||||
|
Total liabilities
|
2,715.9
|
|
|
3,780.6
|
|
|
5,119.0
|
|
|
8,305.4
|
|
|
18,243.2
|
|
|
14,640.5
|
|
|
(42,277.8
|
)
|
|
10,526.8
|
|
||||||||
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Total equity
|
7,068.9
|
|
|
10,220.7
|
|
|
6,222.6
|
|
|
1,330.0
|
|
|
10,448.2
|
|
|
71,273.6
|
|
|
(99,432.7
|
)
|
|
7,131.3
|
|
||||||||
|
Total liabilities and equity
|
$
|
9,784.8
|
|
|
$
|
14,001.3
|
|
|
$
|
11,341.6
|
|
|
$
|
9,635.4
|
|
|
$
|
28,691.4
|
|
|
$
|
85,914.1
|
|
|
$
|
(141,710.5
|
)
|
|
$
|
17,658.1
|
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
|
Net cash provided by (used in) continuing operating activities
|
$
|
(24.3
|
)
|
|
$
|
—
|
|
|
$
|
(8.6
|
)
|
|
$
|
(96.4
|
)
|
|
$
|
58.6
|
|
|
$
|
1,555.6
|
|
|
$
|
(927.2
|
)
|
|
$
|
557.7
|
|
|
Net cash provided by (used in) discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74.4
|
)
|
|
14.3
|
|
|
—
|
|
|
(60.1
|
)
|
||||||||
|
Net cash provided by (used in) operating activities
|
(24.3
|
)
|
|
—
|
|
|
(8.6
|
)
|
|
(96.4
|
)
|
|
(15.8
|
)
|
|
1,569.9
|
|
|
(927.2
|
)
|
|
497.6
|
|
||||||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60.3
|
)
|
|
(90.4
|
)
|
|
—
|
|
|
(150.7
|
)
|
||||||||
|
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|
(9.3
|
)
|
||||||||
|
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
5.1
|
|
|
—
|
|
|
6.6
|
|
||||||||
|
Proceeds from business disposition, net of cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||||||
|
Cash dividends from (Investment in) equity companies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.3
|
|
|
—
|
|
|
30.3
|
|
||||||||
|
Net cash provided by (used in) continuing investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.8
|
)
|
|
(62.2
|
)
|
|
—
|
|
|
(121.0
|
)
|
||||||||
|
Net cash provided by (used in) discontinued investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.8
|
)
|
|
(62.2
|
)
|
|
—
|
|
|
(121.0
|
)
|
||||||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Net proceeds (repayments) in debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
11.5
|
|
|
—
|
|
|
4.0
|
|
||||||||
|
Net inter-company proceeds (payments)
|
1,297.4
|
|
|
—
|
|
|
8.6
|
|
|
(870.0
|
)
|
|
757.4
|
|
|
(1,193.4
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Dividends paid to ordinary shareholders
|
(199.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(734.1
|
)
|
|
(193.1
|
)
|
|
927.2
|
|
|
(199.2
|
)
|
||||||||
|
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.3
|
)
|
|
—
|
|
|
(16.3
|
)
|
||||||||
|
Proceeds from shares issued under incentive plans
|
32.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.3
|
|
||||||||
|
Repurchase of ordinary shares
|
(1,172.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,172.9
|
)
|
||||||||
|
Other, net
|
66.7
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64.1
|
|
||||||||
|
Net cash provided by (used in) continuing financing activities
|
24.3
|
|
|
—
|
|
|
8.6
|
|
|
(872.6
|
)
|
|
15.8
|
|
|
(1,391.3
|
)
|
|
927.2
|
|
|
(1,288.0
|
)
|
||||||||
|
Net cash provided by (used in) discontinued financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Net cash provided by (used in) financing activities
|
24.3
|
|
|
—
|
|
|
8.6
|
|
|
(872.6
|
)
|
|
15.8
|
|
|
(1,391.3
|
)
|
|
927.2
|
|
|
(1,288.0
|
)
|
||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89.1
|
)
|
|
—
|
|
|
(89.1
|
)
|
||||||||
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(969.0
|
)
|
|
(58.8
|
)
|
|
27.3
|
|
|
—
|
|
|
(1,000.5
|
)
|
||||||||
|
Cash and cash equivalents - beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
975.3
|
|
|
59.6
|
|
|
902.3
|
|
|
—
|
|
|
1,937.2
|
|
||||||||
|
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
0.8
|
|
|
$
|
929.6
|
|
|
$
|
—
|
|
|
$
|
936.7
|
|
|
In millions
|
IR
Ireland
|
|
IR
Limited
|
|
IR
International
|
|
IR Global
|
|
IR New
Jersey
|
|
Other
Subsidiaries
|
|
Consolidating Adjustments
|
|
IR Ireland
Consolidated
|
||||||||||||||||
|
Net cash provided by (used in) continuing operating activities
|
$
|
(17.7
|
)
|
|
$
|
—
|
|
|
$
|
(10.1
|
)
|
|
$
|
(164.2
|
)
|
|
$
|
(12.5
|
)
|
|
$
|
871.1
|
|
|
$
|
(5.1
|
)
|
|
$
|
661.5
|
|
|
Net cash provided by (used in) discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87.2
|
)
|
|
307.7
|
|
|
—
|
|
|
220.5
|
|
||||||||
|
Net cash provided by (used in) operating activities
|
(17.7
|
)
|
|
—
|
|
|
(10.1
|
)
|
|
(164.2
|
)
|
|
(99.7
|
)
|
|
1,178.8
|
|
|
(5.1
|
)
|
|
882.0
|
|
||||||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.1
|
)
|
|
(125.4
|
)
|
|
—
|
|
|
(175.5
|
)
|
||||||||
|
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
6.7
|
|
|
—
|
|
|
7.2
|
|
||||||||
|
Proceeds from business disposition, net of cash sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
||||||||
|
Net cash provided by (used in) continuing investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.6
|
)
|
|
(114.0
|
)
|
|
—
|
|
|
(163.6
|
)
|
||||||||
|
Net cash provided by (used in) discontinued investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.1
|
|
|
—
|
|
|
13.1
|
|
||||||||
|
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.6
|
)
|
|
(100.9
|
)
|
|
—
|
|
|
(150.5
|
)
|
||||||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Net proceeds (repayments) in debt
|
—
|
|
|
—
|
|
|
—
|
|
|
291.2
|
|
|
(7.5
|
)
|
|
11.8
|
|
|
—
|
|
|
295.5
|
|
||||||||
|
Debt issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Net inter-company proceeds (payments)
|
803.5
|
|
|
—
|
|
|
10.1
|
|
|
(174.9
|
)
|
|
196.8
|
|
|
(835.5
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Dividends paid to ordinary shareholders
|
(183.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
|
5.1
|
|
|
(183.0
|
)
|
||||||||
|
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.7
|
)
|
|
—
|
|
|
(10.7
|
)
|
||||||||
|
Proceeds from shares issued under incentive plans
|
192.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192.4
|
|
||||||||
|
Repurchase of ordinary shares
|
(795.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(795.2
|
)
|
||||||||
|
Other, net
|
|
|
|
|
|
|
—
|
|
|
(13.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.2
|
)
|
||||||||
|
Net cash provided by (used in) continuing financing activities
|
17.7
|
|
|
—
|
|
|
10.1
|
|
|
103.1
|
|
|
189.3
|
|
|
(839.5
|
)
|
|
5.1
|
|
|
(514.2
|
)
|
||||||||
|
Net cash provided by (used in) discontinued financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.1
|
)
|
|
—
|
|
|
(8.1
|
)
|
||||||||
|
Net cash provided by (used in) financing activities
|
17.7
|
|
|
—
|
|
|
10.1
|
|
|
103.1
|
|
|
189.3
|
|
|
(847.6
|
)
|
|
5.1
|
|
|
(522.3
|
)
|
||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|
—
|
|
|
(7.4
|
)
|
||||||||
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.1
|
)
|
|
40.0
|
|
|
222.9
|
|
|
—
|
|
|
201.8
|
|
||||||||
|
Cash and cash equivalents - beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
61.9
|
|
|
59.1
|
|
|
587.4
|
|
|
—
|
|
|
708.4
|
|
||||||||
|
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
99.1
|
|
|
$
|
810.3
|
|
|
$
|
—
|
|
|
$
|
910.2
|
|
|
In millions, except per share amounts
|
2014
|
|
% of
revenues |
|
2013
|
|
% of
revenues |
||||||
|
Net revenues
|
$
|
3,385.0
|
|
|
|
|
$
|
3,214.2
|
|
|
|
||
|
Cost of goods sold
|
(2,327.0
|
)
|
|
68.7
|
%
|
|
(2,217.7
|
)
|
|
69.0
|
%
|
||
|
Selling and administrative expenses
|
(618.0
|
)
|
|
18.3
|
%
|
|
(617.0
|
)
|
|
19.2
|
%
|
||
|
Operating income
|
440.0
|
|
|
13.0
|
%
|
|
379.5
|
|
|
11.8
|
%
|
||
|
Interest expense
|
(52.3
|
)
|
|
|
|
(102.8
|
)
|
|
|
||||
|
Other, net
|
9.6
|
|
|
|
|
6.0
|
|
|
|
||||
|
Earnings before income taxes
|
397.3
|
|
|
|
|
282.7
|
|
|
|
||||
|
Provision for income taxes
|
(94.1
|
)
|
|
|
|
(55.1
|
)
|
|
|
||||
|
Earnings from continuing operations
|
303.2
|
|
|
|
|
227.6
|
|
|
|
||||
|
Discontinued operations, net of tax
|
(7.0
|
)
|
|
|
|
(46.7
|
)
|
|
|
||||
|
Net earnings
|
296.2
|
|
|
|
|
180.9
|
|
|
|
||||
|
Less: Net earnings attributable to noncontrolling interests
|
(4.9
|
)
|
|
|
|
(15.0
|
)
|
|
|
||||
|
Net earnings attributable to Ingersoll-Rand plc
|
$
|
291.3
|
|
|
|
|
$
|
165.9
|
|
|
|
||
|
Diluted net earnings (loss) per ordinary share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
||||||
|
Continuing operations
|
$
|
1.10
|
|
|
|
|
$
|
0.75
|
|
|
|
||
|
Discontinued operations
|
(0.03
|
)
|
|
|
|
(0.19
|
)
|
|
|
||||
|
Net earnings
|
$
|
1.07
|
|
|
|
|
$
|
0.56
|
|
|
|
||
|
Volume
|
5.1
|
%
|
|
Pricing
|
0.5
|
%
|
|
Currency exchange rates
|
(0.3
|
)%
|
|
Total
|
5.3
|
%
|
|
In millions
|
2014
|
|
2013
|
||||
|
Interest income
|
$
|
3.0
|
|
|
$
|
3.6
|
|
|
Exchange gain (loss)
|
(1.0
|
)
|
|
(3.4
|
)
|
||
|
Earnings (loss) from equity investments
|
3.3
|
|
|
1.0
|
|
||
|
Other
|
4.3
|
|
|
4.8
|
|
||
|
Other, net
|
$
|
9.6
|
|
|
$
|
6.0
|
|
|
In millions, except per share amounts
|
2014
|
|
% of
revenues |
|
2013
|
|
% of
revenues |
||||||
|
Net revenues
|
$
|
9,650.9
|
|
|
|
|
$
|
9,251.6
|
|
|
|
||
|
Cost of goods sold
|
(6,721.7
|
)
|
|
69.6
|
%
|
|
(6,507.6
|
)
|
|
70.3
|
%
|
||
|
Selling and administrative expenses
|
(1,870.8
|
)
|
|
19.4
|
%
|
|
(1,857.0
|
)
|
|
20.1
|
%
|
||
|
Operating income
|
1,058.4
|
|
|
11.0
|
%
|
|
887.0
|
|
|
9.6
|
%
|
||
|
Interest expense
|
(157.3
|
)
|
|
|
|
(225.4
|
)
|
|
|
||||
|
Other, net
|
20.2
|
|
|
|
|
4.1
|
|
|
|
||||
|
Earnings before income taxes
|
921.3
|
|
|
|
|
665.7
|
|
|
|
||||
|
Provision for income taxes
|
(222.5
|
)
|
|
|
|
(108.3
|
)
|
|
|
||||
|
Earnings from continuing operations
|
698.8
|
|
|
|
|
557.4
|
|
|
|
||||
|
Discontinued operations, net of tax
|
(8.6
|
)
|
|
|
|
42.7
|
|
|
|
||||
|
Net earnings
|
690.2
|
|
|
|
|
600.1
|
|
|
|
||||
|
Less: Net earnings attributable to noncontrolling interests
|
(14.0
|
)
|
|
|
|
(29.0
|
)
|
|
|
||||
|
Net earnings attributable to Ingersoll-Rand plc
|
$
|
676.2
|
|
|
|
|
$
|
571.1
|
|
|
|
||
|
Diluted net earnings (loss) per ordinary share attributable to Ingersoll-Rand plc ordinary shareholders:
|
|
|
|
|
|
|
|
||||||
|
Continuing operations
|
$
|
2.48
|
|
|
|
|
$
|
1.81
|
|
|
|
||
|
Discontinued operations
|
(0.03
|
)
|
|
|
|
0.10
|
|
|
|
||||
|
Net earnings
|
$
|
2.45
|
|
|
|
|
$
|
1.91
|
|
|
|
||
|
Volume
|
3.9
|
%
|
|
Pricing
|
0.6
|
%
|
|
Currency exchange rates
|
(0.2
|
)%
|
|
Total
|
4.3
|
%
|
|
In millions
|
2014
|
|
2013
|
||||
|
Interest income
|
$
|
9.4
|
|
|
$
|
9.5
|
|
|
Exchange gain (loss)
|
(2.4
|
)
|
|
(10.1
|
)
|
||
|
Earnings (loss) from equity investments
|
3.7
|
|
|
(1.6
|
)
|
||
|
Other
|
9.5
|
|
|
6.3
|
|
||
|
Other, net
|
$
|
20.2
|
|
|
$
|
4.1
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||||||||
|
Dollar amounts in millions
|
2014
|
|
2013
|
|
% change
|
|
2014
|
|
2013
|
|
% change
|
||||||||||
|
Net revenues
|
$
|
2,644.0
|
|
|
$
|
2,492.3
|
|
|
6.1
|
%
|
|
$
|
7,433.8
|
|
|
$
|
7,086.5
|
|
|
4.9
|
%
|
|
Segment operating income
|
377.6
|
|
|
323.7
|
|
|
16.7
|
%
|
|
897.9
|
|
|
725.4
|
|
|
23.8
|
%
|
||||
|
Segment operating margin
|
14.3
|
%
|
|
13.0
|
%
|
|
|
|
12.1
|
%
|
|
10.2
|
%
|
|
|
||||||
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||||||||
|
Dollar amounts in millions
|
2014
|
|
2013
|
|
% change
|
|
2014
|
|
2013
|
|
% change
|
||||||||||
|
Net revenues
|
$
|
741.0
|
|
|
$
|
721.9
|
|
|
2.6
|
%
|
|
$
|
2,217.1
|
|
|
$
|
2,165.1
|
|
|
2.4
|
%
|
|
Segment operating income
|
108.8
|
|
|
114.8
|
|
|
(5.2
|
)%
|
|
318.2
|
|
|
336.5
|
|
|
(5.4
|
)%
|
||||
|
Segment operating margin
|
14.7
|
%
|
|
15.9
|
%
|
|
|
|
14.4
|
%
|
|
15.5
|
%
|
|
|
||||||
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net revenues
|
$
|
—
|
|
|
$
|
535.3
|
|
|
$
|
—
|
|
|
$
|
1,542.9
|
|
|
Pre-tax earnings (loss) from operations
|
$
|
(9.8
|
)
|
|
$
|
(9.5
|
)
|
|
$
|
(27.3
|
)
|
|
$
|
134.3
|
|
|
Tax benefit (expense)
|
2.8
|
|
|
(37.2
|
)
|
|
18.7
|
|
|
(91.6
|
)
|
||||
|
Discontinued operations, net of tax
|
$
|
(7.0
|
)
|
|
$
|
(46.7
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
42.7
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
In millions
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Allegion, net of tax
|
$
|
2.8
|
|
|
$
|
(44.2
|
)
|
|
$
|
15.6
|
|
|
$
|
46.9
|
|
|
Other discontinued operations, net of tax
|
(9.8
|
)
|
|
(2.5
|
)
|
|
(24.2
|
)
|
|
(4.2
|
)
|
||||
|
Discontinued operations, net of tax*
|
$
|
(7.0
|
)
|
|
$
|
(46.7
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
42.7
|
|
|
In millions
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
Cash and cash equivalents
|
$
|
936.7
|
|
|
$
|
1,937.2
|
|
|
Short-term borrowings and current maturities of long-term debt
|
881.0
|
|
|
367.7
|
|
||
|
Long-term debt
|
2,646.6
|
|
|
3,153.5
|
|
||
|
Total debt
|
3,527.6
|
|
|
3,521.2
|
|
||
|
Total Ingersoll-Rand plc shareholders’ equity
|
6,274.1
|
|
|
7,068.9
|
|
||
|
Total equity
|
6,333.7
|
|
|
7,131.3
|
|
||
|
Debt-to-total capital ratio
|
35.8
|
%
|
|
33.1
|
%
|
||
|
In millions
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
Debentures with put feature
|
$
|
343.0
|
|
|
$
|
343.0
|
|
|
5.50% Senior notes due 2015
|
199.3
|
|
|
—
|
|
||
|
4.75% Senior notes due 2015
|
299.9
|
|
|
—
|
|
||
|
Other current maturities of long-term debt
|
7.8
|
|
|
8.0
|
|
||
|
Other short-term borrowings
|
31.0
|
|
|
16.7
|
|
||
|
Total
|
$
|
881.0
|
|
|
$
|
367.7
|
|
|
In millions
|
2014
|
|
2013
|
||||
|
Operating cash flow provided by (used in) continuing operations
|
$
|
557.7
|
|
|
$
|
661.5
|
|
|
Investing cash flow provided by (used in) continuing operations
|
(121.0
|
)
|
|
(163.6
|
)
|
||
|
Financing cash flow provided by (used in) continuing operations
|
(1,288.0
|
)
|
|
(514.2
|
)
|
||
|
•
|
overall economic, political and business conditions in the markets in which we operate;
|
|
•
|
the demand for our products and services;
|
|
•
|
competitive factors in the industries in which we compete;
|
|
•
|
changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations);
|
|
•
|
the outcome of any litigation, governmental investigations or proceedings;
|
|
•
|
the outcome of any income tax audits or settlements;
|
|
•
|
interest rate fluctuations and other changes in borrowing costs;
|
|
•
|
other capital market conditions, including availability of funding sources;
|
|
•
|
currency exchange rate fluctuations, exchange controls and currency devaluations;
|
|
•
|
availability of and fluctuations in the prices of key commodities and the impact of higher energy prices;
|
|
•
|
the ability to achieve cost savings in connection with our productivity programs;
|
|
•
|
impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets;
|
|
•
|
the possible effects on us of future legislation in the U.S. that may limit or eliminate potential U.S. tax benefits resulting from our incorporation in a non-U.S. jurisdiction, such as Ireland, or deny U.S. government contracts to us based upon our incorporation in such non-U.S. jurisdiction; and
|
|
•
|
our ability to timely obtain, if ever, necessary regulatory approvals of the acquisition of the assets of Cameron International Corporation’s Centrifugal Compression division (the “Cameron Acquisition”) and to fully realize the expected benefits of the Cameron Acquisition.
|
|
Period
|
|
Total number of shares purchased (000's) (a) (b)
|
|
Average price paid per share (a) (b)
|
|
Total number of shares purchased as part of program (000's) (a) (b)
|
|
Approximate dollar value of shares still available to be purchased under the program ($000's) (b)
|
||||||
|
July 1 - July 31
|
|
2,446.2
|
|
|
$
|
62.43
|
|
|
2,446.2
|
|
|
$
|
1,125,890
|
|
|
August 1 - August 31
|
|
120.2
|
|
|
61.60
|
|
|
118.2
|
|
|
1,118,604
|
|
||
|
September 1 - September 30
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,118,604
|
|
||
|
Total
|
|
2,566.4
|
|
|
$
|
62.39
|
|
|
2,564.4
|
|
|
|
||
|
Exhibit No.
|
|
Description
|
|
Method of Filing
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith.
|
|
|
|
|
||
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith.
|
|
|
|
|
||
|
32
|
|
Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Furnished herewith.
|
|
|
|
|
||
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Comprehensive Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statement of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.
|
|
Furnished herewith.
|
|
|
|
INGERSOLL-RAND PLC
(Registrant)
|
|
|
|
|
|
Date:
|
October 22, 2014
|
/s/ Susan K. Carter
|
|
|
|
Susan K. Carter, Senior Vice President
and Chief Financial Officer
Principal Financial Officer
|
|
|
|
|
|
Date:
|
October 22, 2014
|
/s/ Richard J. Weller
|
|
|
|
Richard J. Weller, Vice President and
Corporate Controller
Principal Accounting Officer
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|---|---|---|
Expertise Relevant to Southwest Airlines’ Business and Strategy • Proven commitment to safety and efficient, scalable operations in highly regulated industries . Ms. Feinberg brings a wealth of experience as a transportation executive and operator, and as a former federal safety regulator, which supports Southwest’s commitment to ensuring the Company’s safe and efficient operations. As Administrator at the Federal Railroad Administration, the safety regulator for the U.S. passenger and freight rail system, Ms. Feinberg focused on enhancing the safety of the rail network after a series of accidents. During her tenure, Ms. Feinberg aggressively enforced safety regulations and oversaw billions of dollars in investments to improve the safety of the rail system. • Extensive transportation operations experience . As CEO and President of the New York City Transit Authority, the largest transit system in North America, Feinberg led a 50,000 employee workforce during the COVID-19 pandemic and New York City’s recovery from the pandemic. • Extensive experience in regulatory and government affairs . Ms. Feinberg served as Senior Advisor to the White House Chief of Staff from November 2008 through July 2010 and Special Assistant to President Barack Obama, who later nominated Ms. Feinberg to fill the role of Administrator of the Federal Railroad Administration. • Strong knowledge of the transportation industry . As Chief of Staff at the U.S. Department of Transportation during the Obama administration, Ms. Feinberg oversaw and advised on a broad range of initiatives across the aviation and broader transportation sector. Ms. Feinberg most recently founded Feinberg Strategies, LLC, a strategic business consulting practice focused on the technology and transportation sectors. She also brings corporate governance experience, having served on the boards of multiple transportation service providers. | |||
ROBERT E. JORDAN Age: 64 | Chief Executive Officer, President, and Vice Chairman of the Board | |||
ROBERT E. JORDAN Age: 64 | Chief Executive Officer, President, and Vice Chairman of the Board | |||
The independent Directors of the Board select the Chair of the Board annually and review whether the role of Chair of the Board should be combined with the office of CEO and whether the role should be held by an independent Director. The Board appointed Rakesh Gangwal as independent Chair of the Board, effective November 1, 2024, succeeding Gary C. Kelly, who previously served as the Company’s Executive Chairman and retired effective November 1, 2024. | |||
Expertise Relevant to Southwest Airlines’ Business and Strategy • Proven track record of leading company turnaround . As the Chief Financial Officer of Chevron Corporation, a multinational energy corporation (“Chevron”), Mr. Breber led Chevron’s strategy to “win back” investors, resulting in stock prices rising after a decade of underperformance. Mr. Breber boosted investor confidence in the energy sector and maintained Chevron’s sector-leading valuation and reputation by instilling capital discipline and championing a lower carbon strategy. Mr. Breber also oversaw the growth of Chevron’s global trading and shipping operations and worldwide refining, marketing, and chemicals businesses, effectuating double digit returns on capital employed. • Deep financial experience , leading global and multi-national businesses with annual after-tax profits greater than $1 billion for 8 years. Mr. Breber guided well-timed, value additive acquisitions at Chevron, including the completion of over $20 billion in highly accretive bolt on acquisitions with Noble Energy Inc. and PDC Energy Inc. and signing a $60 billion deal to acquire Hess Corporation and transform Chevron’s long term growth portfolio. Mr. Breber also encouraged the acquisition of Renewable Energy Group (“REG”) in 2022 when growth stocks fell, accelerating progress in renewable fuels at a price 10% below REG’s prior secondary offering. • Commitment to balanced energy transition . Mr. Breber has been steadfast in his support of capital and carbon efficient growth in both traditional and new energy sources – understanding that perpetual dividend growth requires profitable businesses now and in the future. As investor focus on environmental prudence grew during his tenure at Chevron, Mr. Breber helped steer an approach that balanced returns to shareholders with positioning the company into new energy businesses where it had competitive advantages. | |||
Expertise Relevant to Southwest Airlines’ Business and Strategy • Experience implementing new technology initiatives , with a track record of developing modernization plans and overseeing IT transformations at large, complex financial services and transportation/logistics companies. Ms. Watson served as Chief Information Officer at NCR Corporation, a commerce technology solutions company, as NCR Corporation completed a spin-off transaction into two independent, publicly traded companies. Ms. Watson then served as EVP, Chief Information and Technology Officer at NCR Atleos, a financial services company focused on manufacturing, technology and servicing/logistics for the world’s largest independent ATM network and over 600,000 ATM’s for financial institutions. Ms. Watson had responsibility for defining the technology strategy for all aspects of technology from cybersecurity, data and analytics, infrastructure operations, corporate systems, and product software engineering. • Strong cybersecurity and risk management knowledge . Ms. Watson brings a wealth of knowledge in technology-related risk management and cybersecurity oversight to our Board, as companies experience heightened legislative and regulatory focus on cybersecurity and Southwest continues to invest in technology infrastructure and cybersecurity. • Accomplished logistics and aircraft background . Prior to her corporate career, Ms. Watson served in the U.S. Air Force where she served in various roles, including as a contracting and acquisition officer, delivering aircraft technology systems, Flight Commander, and as a director of operations. | |||
Expertise Relevant to Southwest Airlines’ Business and Strategy • Executive leadership and operational expertise , including in the commercial and defense aviation industry as CEO, and formerly COO, of Bell, a subsidiary of Textron, Inc. (“TXT”) and leading global supplier of innovative products for defense and commercial helicopter customers, and as a member of the Corporate Leadership Team of TXT. In these roles, Ms. Atherton has overseen strategic direction and the overall management of business development efforts, including leading complex business segments through a rebranding and the successful integration of a major military training segment acquisition. • Extensive aerospace and aviation experience, including in M&A and strategic planning , having overseen approximately $3.5 billion worth of aviation contracts, consisting of a mix of military, parapublic and commercial contracts, as President and CEO of Bell and approximately $1.5 billion worth of military and defense contracts as President and CEO at Textron Systems, a leading developer of crewed and uncrewed military ground vehicles, with a focus on aircraft systems. She has also presided over synergistic acquisitions to strategically expand the company’s portfolio of military-grade product and services offerings. These experiences enable Ms. Atherton to share valuable insights as Southwest executes on its strategic transformational plan. • Valuable perspective on governmental regulation and contracting , with over 20 years of experience interacting with regulators acquired through her roles in the private sector at the Textron and Bell suite of businesses and eight years of service at Air Combat Command’s Directorate of Requirements, where she helped to shape the budget and operational requirements and needs for the Combat Air Forces. | |||
Expertise Relevant to Southwest Airlines’ Business and Strategy • Deep airline experience, with over 40 years of aviation leadership experience and industry knowledge. Mr. Saretsky steered WestJet Airlines Ltd. (“WestJet”) as its President and Chief Executive Officer. He served Alaska Air Group, Inc. in commercial and operational roles, overseeing the marketing and operations functions of the airline. Additionally, Mr. Saretsky previously served Canadian Airlines International Ltd. in various executive roles. Mr. Saretsky currently serves as a director at IndiGo, India’s largest airline and low-cost carrier. • Proven record of overseeing airline transformation . Mr. Saretsky led the evolution of WestJet from providing a one-dimensional product offering to having a modern commercial strategy, generating a total shareholder return of more than 100% during his eight-year tenure as Chief Executive Officer. • Accomplished leader of company expansion . Under Mr. Saretsky’s leadership, WestJet’s fleet doubled in size and stock price. Mr. Saretsky oversaw the launch of WestJet Encore, the airline’s first code-share partnerships, a rewards program, and service to Europe and brings relevant insight to the Board as Southwest implements its transformational initiatives, including global partnerships. | |||
Expertise Relevant to Southwest Airlines’ Business and Strategy • Experience leading transformational corporate strategy . During his tenure as Chairman of the Board, President and CEO of Brinker International, Inc., a multinational portfolio of restaurants, Mr. Brooks led the company’s portfolio optimization efforts through the sale of its interests in Big Bowl Asian Kitchen, Corner Bakery Café, Rockfish Seafood Grill, Romano’s Macaroni Grill, and On the Border Mexican Grill & Cantina brands to focus its efforts on its two core assets, Chili’s Grill & Bar and Maggiano’s Little Italy. Over the course of his tenure as COO and subsequently CEO, Brinker delivered shareholder returns in excess of 185%. • Decisive leader with well-honed operational planning judgment. Mr. Brooks’ career is exemplified by a consistent pattern of business enhancement, with a focus on growing shareholder value. As CEO, Mr. Brooks led Brinker in stabilizing its balance sheet following the 2008 financial crisis by paying down debt and paring back costs and then returned significant capital to shareholders through share buyback programs and a 30% increase to the dividend. • Accomplished public company director . In his capacity as a director of AutoZone, Inc., the leading retailer and a leading distributor of automotive replacement parts and accessories in the U.S., Mr. Brooks oversaw both business transformations and crucial strategic transitions, including share repurchase programs, international expansion and the successful execution of a CEO succession plan. Over the course of his tenure as director, AutoZone delivered a total shareholder return of over 450%, and, between 2017 and 2022, its revenues increased by over 50%, from $10.8 billion to $16.25 billion. As a director of Clubcorp Holdings, Mr. Brooks oversaw the company’s strategic review that led to the company being taken private by Apollo in a $1.1 billion transaction. | |||
Expertise Relevant to Southwest Airlines’ Business and Strategy • Seasoned executive with over four decades of aerospace background . Under Mr. Hess’ leadership, Hamilton Sundstrand, a manufacturer of aerospace and industrial products, became the largest systems supplier of Boeing’s 787 aircraft. As President of Pratt & Whitney, an aerospace manufacturer, Mr. Hess expanded the company’s reach and influence, including through achieving sole-source position on key aircraft models and acquiring a majority share in International Aero Engines, an important partner. • Effective leader of strategic transformations. At Arconic (now Howmet Aerospace, Inc.), a metals manufacturing business that serves the aerospace market, among others, Mr. Hess stepped in as interim CEO while the company, recently having split off from Alcoa, underwent a significant business transformation and leadership transition. In this role, he led the company through the initial stages of a business and management transition that eventually culminated in its further separation into Howmet Aerospace, specializing in engineered products and forgings, and Arconic, specializing in building materials and construction systems. • Extensive boardroom experience at aerospace, defense, and industrial materials companies. Mr. Hess has served as a board member of companies like Woodward, Inc., a global leader in the design, manufacture, and service of energy conversion and control solutions for aerospace and industrial equipment; Allegheny Technologies, a manufacturer of industrial metals; and Arconic, where, as CEO, he oversaw the company’s transition after a major split-off transaction and helped set the stage for further transformational transactions. Mr. Hess leverages his boardroom experience in the aerospace industry to provide insights on Southwest’s strategy and operations. | |||
Expertise Relevant to Southwest Airlines’ Business and Strategy • Expertise in successful brand management . As former Group President of Marriott International, Inc., a global operator, franchisor, and licensor of hotel, residential, and timeshare properties (“Marriott”), Mr. Grissen is a seasoned hospitality executive with extensive experience leading a global franchise and growing a storied brand. Mr. Grissen led all functions for Marriott’s brands in the Americas and for the Ritz-Carlton and EDITION brands globally, including strategy, revenue management, sales and marketing, operations, food and beverage, technology, development and human resources. • Strong finance experience . Mr. Grissen served in several senior finance positions during his 36-year career at Marriott, culminating in the Senior Vice President of Finance & Business Development. Mr. Grissen oversaw major activities including the due diligence of the Ritz-Carlton and Renaissance acquisitions. As Group President of Marriott, he provided P&L leadership for the Americas with about 80% of the company’s fee income. • Proven track record of spearheading company growth , leading the expansion of Marriott’s Americas organization from 2,928 hotels to 5,640 properties, with another 1,800 hotels in the pipeline during his tenure. Mr. Grissen managed hotels representing approximately two-thirds of Marriott’s fee revenue and a workforce of 160,000 people, developing new leaders and driving performance at Marriott hotels across the region. | |||
Expertise Relevant to Southwest Airlines’ Business and Strategy • Extensive airline industry expertise , with over 30 years of experience in the aviation industry. Mr. Cush has held leadership roles in many aspects of the airline business, including operations, finance, marketing, and sales – most recently serving as Chief Executive Officer of Virgin America, Inc. (“Virgin America”). Mr. Cush previously worked at American Airlines Group Inc. for over 20 years, where he was responsible for worldwide sales activity and oversaw the reorganization of the airline’s St. Louis Hub. • Track record of leading companies through dynamic events . Joining just after the airline’s inaugural flight, Mr. Cush led Virgin America to realize its first annual profit and oversaw its successful initial public offering. Mr. Cush guided Virgin America through the turmoil of the financial crisis and a subsequent period of rapid growth. As Chief Executive Officer, Mr. Cush also played a key role in negotiating Virgin America’s nearly $4 billion acquisition by Alaska Air Group Inc. at an 80% premium to Virgin America’s share price. Mr. Cush ushered Service King Collision Repair Centers, Inc., a national operator of auto body collision repair facilities, through the COVID-19 pandemic in his role as Chief Executive Officer, ultimately assisting in the company’s merger with Crash Champions. • Accomplished public company executive and board member . Mr. Cush brings a well-versed leadership presence to our Board, having served as chief executive officer and chief operating officer across multiple companies and on public company boards for over 12 years. | |||
Expertise Relevant to Southwest Airlines’ Business and Strategy • Experience overseeing business development, strategy, compliance, and risk management functions . At Toyota Motor North America (“TMNA”), the operating subsidiary of global automotive manufacturer Toyota Motor Corporation, in Canada, Mexico and the United States, Mr. Reynolds successfully navigated significant challenges, including the Great Recession, a major recall crisis, natural disasters in Japan, and the COVID-19 pandemic. He oversaw crucial North American functions, including strategy, business development, human resources, information technology, legal, diversity and inclusion, sustainability, regulatory affairs, and research and development. Mr. Reynolds also has extensive crisis management experience, having played a key role in Toyota’s 2010 unintended acceleration recall crisis, preparing the CEO for U.S. Congressional testimony, and contributing to subsequent organizational restructurings. • Deep operational and safety experience in the transportation industry. Mr. Reynolds’ leadership guides the delivery of quality cars to the market while ensuring safety, efficiency, innovation, and strategic investments across TMNA, which produces and sells approximately 1.8 million vehicles annually. He led teams that established Toyota’s new vehicle and component platforms in North America, including the 2019 opening of Toyota’s second assembly plant in Mexico, the 2020 opening of Toyota’s joint venture plant with Mazda in Alabama, and the establishment of Toyota’s first battery plant currently under construction in North Carolina. He also spearheaded strategic partnerships to accomplish Toyota’s carbon neutrality and mobility goals, including investments in EV charging infrastructure, hydrogen fuel cell technologies and VTOL commuter aviation. Mr. Reynolds spearheaded a strategic partnership to reduce TMNA’s carbon footprint and advance sustainable transportation solutions through the development of the innovative “Tri-gen” hydrogen-based energy production system. • Commitment to sound governance and excellence in human capital management. Mr. Reynolds’ leadership in the human resources function at TMNA provided him with significant insight into how an employee-driven, value-based company delivers excellent results, which enables him to contribute to the Board’s oversight of Southwest’s Culture that relies on active employee involvement. As Vice-Chair of the board of AT&T Performing Arts Center in Dallas and oncoming board member of the Communities Foundation of Texas, Mr. Reynolds continues to support Toyota’s engagement in the communities in which it operates. He brings a valuable perspective to the Company’s Diversity, Equity, and Inclusion efforts from his former roles as Chief Diversity Officer at TMNA and chair of the diversity committee of a top international law firm. |
|
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock
($) |
Non-Equity
($) |
Nonqualified
($) |
All Other
($) |
Total ($) |
||||||||||||||||||||||||||||||||
|
Robert E. Jordan Chief Executive Officer & President |
|
2024 |
|
798,958 | — | 7,012,553 | 2,108,600 | — | 642,273 | 10,562,384 | ||||||||||||||||||||||||||||||
|
|
2023 |
|
700,000 | — | 4,105,004 | 4,096,504 | — | 405,791 | 9,307,298 | |||||||||||||||||||||||||||||||
|
|
2022 |
|
676,875 | 195,720 | 3,626,960 | 782,880 | — | 51,525 | 5,333,960 | |||||||||||||||||||||||||||||||
|
Tammy Romo* Executive Vice President & Chief Financial Officer |
|
2024 |
|
594,729 | — | 2,745,038 | 987,206 | — | 236,226 | 4,563,199 | ||||||||||||||||||||||||||||||
|
|
2023 |
|
536,700 | — | 1,975,185 | 2,748,910 | — | 368,773 | 5,629,568 | |||||||||||||||||||||||||||||||
|
|
2022 |
|
534,737 | 101,292 | 1,691,178 | 405,166 | — | 48,730 | 2,781,103 | |||||||||||||||||||||||||||||||
|
Andrew M. Watterson Chief Operating Officer |
|
2024 |
|
642,292 | — | 3,300,035 | 1,210,460 | — | 311,696 | 5,464,483 | ||||||||||||||||||||||||||||||
|
|
2023 |
|
575,000 | — | 2,232,006 | 1,892,268 | — | 315,611 | 5,014,885 | |||||||||||||||||||||||||||||||
|
|
2022 |
|
538,754 | 110,535 | 1,450,188 | 442,140 | — | 47,694 | 2,589,311 | |||||||||||||||||||||||||||||||
|
Linda B. Rutherford* Chief Administration Officer |
|
2024
|
|
|
539,583 |
|
|
— |
|
|
2,200,024 |
|
|
726,908 |
|
|
— |
|
|
52,652 |
|
|
3,519,167 |
|
||||||||||||||||
|
Ryan C. Green* Executive Vice President & Chief Transformation Officer |
|
2024
|
|
|
505,417 |
|
|
— |
|
|
2,080,045 |
|
|
749,758 |
|
|
— |
|
|
74,577 |
|
|
3,409,797 |
|
||||||||||||||||
|
Gary C. Kelly** Former Executive Chairman of the Board |
|
2024 |
|
475,000 | — | 3,800,035 | 1,523,800 | — | 448,229 | 6,247,064 | ||||||||||||||||||||||||||||||
|
|
2023 |
|
475,000 | — | 3,800,011 | 4,337,688 | — | 446,279 | 9,058,978 | |||||||||||||||||||||||||||||||
|
|
2022 |
|
509,375 | 132,810 | 3,624,972 | 531,240 | 141,026 | 129,780 | 5,069,203 | |||||||||||||||||||||||||||||||
|
Mark R. Shaw*** Former Executive Vice President & Chief Legal & Regulatory Officer and Corporate Secretary |
|
2024 |
|
538,417 | — | 2,200,024 | 816,407 | — | 197,853 | 3,752,701 | ||||||||||||||||||||||||||||||
|
|
2023 |
|
494,400 | — | 1,845,634 | 1,637,786 | — | 203,436 | 4,181,256 | |||||||||||||||||||||||||||||||
|
|
2022 |
|
492,600 | 82,941 | 1,619,613 | 331,763 | — | 46,659 | 2,573,576 | |||||||||||||||||||||||||||||||
Customers
| Customer name | Ticker |
|---|---|
| Bed Bath & Beyond Inc. | BBBY |
| Comfort Systems USA, Inc. | FIX |
| D.R. Horton, Inc. | DHI |
| Macy's, Inc. | M |
| The Home Depot, Inc. | HD |
| NVR, Inc. | NVR |
| Polaris Inc. | PII |
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|---|---|---|
| GANGWAL RAKESH | - | 2,304,410 | 0 |
| Jordan Robert E | - | 231,266 | 12,014 |
| Watterson Andrew M | - | 197,956 | 0 |
| KELLY GARY C | - | 175,978 | 67,973 |
| KELLY GARY C | - | 146,410 | 368,106 |
| Rutherford Linda B. | - | 132,112 | 1,674 |
| Green Ryan C. | - | 86,816 | 0 |
| BIGGINS J VERONICA | - | 66,388 | 0 |
| Rutherford Linda B. | - | 60,555 | 1,614 |
| Green Ryan C. | - | 26,361 | 0 |
| Van Eaton William Jason | - | 23,796 | 0 |
| Hess David P | - | 23,156 | 0 |
| Cush C. David | - | 19,011 | 0 |
| Reynolds Christopher P. | - | 18,914 | 0 |
| SARETSKY GREGG A | - | 14,881 | 0 |
| Grissen David | - | 9,429 | 0 |
| Feinberg Sarah | - | 7,311 | 268 |
| Atherton Lisa M | - | 6,122 | 118 |
| SOLTAU JILL A. | - | 5,690 | 0 |
| Blunt Roy | - | 5,095 | 0 |
| Breber Pierre R | - | 4,011 | 44,000 |
| Watson Patricia A | - | 3,964 | 1,280 |
| Elliott Investment Management L.P. | - | 0 | 59,912,600 |