INGERSOLL-RAND PUBLIC LIMITED COMPANYd18rn0p25nwr6d.cloudfront.net/CIK-0001466258/ab4416eb-a...Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders: Basic:

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 _______________________________

FORM 10-Q_______________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2017

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to

Commission File Number 001-34400

_____________________________

INGERSOLL-RAND PUBLIC LIMITED COMPANY(Exact name of registrant as specified in its charter)

_______________________________Ireland 98-0626632

(State or other jurisdiction ofincorporation or organization)

(I.R.S. EmployerIdentification No.)

170/175 Lakeview Dr.Airside Business Park

Swords, Co. DublinIreland

(Address of principal executive offices, including zip code)+(353) (0) 18707400

(Registrant’s telephone number, including area code)

_______________________________Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. YES x NO ¨

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

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

Large accelerated filer x Accelerated filer ¨

Non-accelerated filer ¨ Smaller reporting company ¨

Emerging growth company ¨

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

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

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

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INGERSOLL-RAND PLC

FORM 10-Q

INDEX

PART I FINANCIAL INFORMATION 1

Item 1 - Financial Statements 1 Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2017 and 2016 1 Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016 2 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016 3 Notes to Condensed Consolidated Financial Statements 4

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

Item 3 - Quantitative and Qualitative Disclosures about Market Risk 44

Item 4 - Controls and Procedures 44 PART II OTHER INFORMATION 45

Item 1 - Legal Proceedings 45

Item 1A - Risk Factors 45

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

Item 6 - Exhibits 46 SIGNATURES 47

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INGERSOLL-RAND PLCCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three months ended Six months ended

June 30, June 30,

In millions, except per share amounts 2017 2016 2017 2016

Net revenues $ 3,908.4 $ 3,688.2 $ 6,909.0 $ 6,582.3Cost of goods sold (2,653.1) (2,506.5) (4,779.2) (4,547.7)Selling and administrative expenses (697.7) (668.4) (1,357.2) (1,295.9)Operating income 557.6 513.3 772.6 738.7Interest expense (54.1) (56.5) (108.1) (113.2)Other income/(expense), net (11.5) 394.9 (16.2) 396.8Earnings before income taxes 492.0 851.7 648.3 1,022.3Provision for income taxes (138.1) (92.5) (166.8) (134.4)Earnings from continuing operations 353.9 759.2 481.5 887.9Discontinued operations, net of tax 8.3 (6.8) 1.8 20.1Net earnings 362.2 752.4 483.3 908.0Less: Net earnings attributable to noncontrolling interests (3.6) (4.8) (7.6) (8.0)Net earnings attributable to Ingersoll-Rand plc $ 358.6 $ 747.6 $ 475.7 $ 900.0Amounts attributable to Ingersoll-Rand plc ordinary shareholders:

Continuing operations $ 350.3 $ 754.4 $ 473.9 $ 879.9Discontinued operations 8.3 (6.8) 1.8 20.1Net earnings $ 358.6 $ 747.6 $ 475.7 $ 900.0

Earnings (loss) per share attributable to Ingersoll-Rand plcordinary shareholders:

Basic: Continuing operations $ 1.37 $ 2.91 $ 1.84 $ 3.39Discontinued operations 0.03 (0.03) — 0.08Net earnings $ 1.40 $ 2.88 $ 1.84 $ 3.47

Diluted: Continuing operations $ 1.35 $ 2.88 $ 1.82 $ 3.37Discontinued operations 0.03 (0.02) — 0.07Net earnings $ 1.38 $ 2.86 $ 1.82 $ 3.44

Weighted-average shares outstanding: Basic 256.4 259.2 257.9 259.3Diluted 259.7 261.6 261.1 261.4

Dividends declared per ordinary share $ 0.40 $ 0.32 $ 0.80 $ 0.64

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

See accompanying notes to Condensed Consolidated Financial Statements.

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INGERSOLL-RAND PLCCONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

In millionsJune 30,

2017 December 31,

2016

ASSETS Current assets:

Cash and cash equivalents $ 1,310.1 $ 1,714.7Accounts and notes receivable, net 2,596.5 2,223.0Inventories, net 1,604.5 1,385.8Other current assets 343.9 255.8

Total current assets 5,855.0 5,579.3Property, plant and equipment, net 1,509.6 1,511.0Goodwill 5,779.4 5,658.4Intangible assets, net 3,750.6 3,785.1Other noncurrent assets 878.9 863.6

Total assets $ 17,773.5 $ 17,397.4LIABILITIES AND EQUITY Current liabilities:

Accounts payable $ 1,599.2 $ 1,334.0Accrued compensation and benefits 409.5 469.8Accrued expenses and other current liabilities 1,533.5 1,425.7Short-term borrowings and current maturities of long-term debt 361.3 360.8

Total current liabilities 3,903.5 3,590.3Long-term debt 3,704.5 3,709.4Postemployment and other benefit liabilities 1,362.9 1,356.5Deferred and noncurrent income taxes 884.4 884.9Other noncurrent liabilities 1,124.2 1,138.0

Total liabilities 10,979.5 10,679.1Equity:

Ingersoll-Rand plc shareholders’ equity: Ordinary shares 273.6 271.7Ordinary shares held in treasury, at cost (1,277.9) (702.7)Capital in excess of par value 416.4 346.5Retained earnings 8,303.2 8,018.8Accumulated other comprehensive income (loss) (993.7) (1,290.5)

Total Ingersoll-Rand plc shareholders’ equity 6,721.6 6,643.8Noncontrolling interests 72.4 74.5

Total equity 6,794.0 6,718.3Total liabilities and equity $ 17,773.5 $ 17,397.4


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INGERSOLL-RAND PLCCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six months ended June 30,

In millions 2017 2016

Cash flows from operating activities: Net earnings $ 483.3 $ 908.0Discontinued operations, net of tax (1.8) (20.1)Adjustments for non-cash transactions:

Asset impairment 8.4 —Depreciation and amortization 174.1 176.0Gain on sale of Hussmann equity investment — (397.8)

Changes in assets and liabilities, net (323.3) (314.8)Other non-cash items, net 81.6 51.6Net cash provided by (used in) continuing operating activities 422.3 402.9Net cash provided by (used in) discontinued operating activities (16.8) 25.2Net cash provided by (used in) operating activities 405.5 428.1

Cash flows from investing activities: Capital expenditures (79.5) (83.0)Acquisition of businesses, net of cash acquired (39.9) (9.2)Proceeds from sale of property, plant and equipment 0.5 2.4Proceeds from sale of Hussmann equity investment — 422.5Net cash provided by (used in) continuing investing activities (118.9) 332.7

Cash flows from financing activities: Short-term borrowings (payments), net (7.6) (150.6)Debt issuance costs (0.2) (2.1)Dividends paid to ordinary shareholders (204.8) (162.5)Dividends paid to noncontrolling interests (7.0) (6.7)Acquisition of noncontrolling interest (6.8) —Repurchase of ordinary shares (575.2) (250.1)Other financing activities, net 34.7 0.8Net cash provided by (used in) continuing financing activities (766.9) (571.2)

Effect of exchange rate changes on cash and cash equivalents 75.7 2.4Net increase (decrease) in cash and cash equivalents (404.6) 192.0Cash and cash equivalents - beginning of period 1,714.7 736.8Cash and cash equivalents - end of period $ 1,310.1 $ 928.8


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INGERSOLL-RAND PLCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Ingersoll-Rand plc (Plc or Parent Company), a public limited company incorporatedin Ireland in 2009, and its consolidated subsidiaries (collectively, the Company), reflect the consolidated operations of the Company and have been prepared inaccordance with United States Securities and Exchange Commission (SEC) interim reporting requirements. Accordingly, the accompanying condensedconsolidated financial statements do not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP) forfull financial statements and should be read in conjunction with the consolidated financial statements included in the Ingersoll-Rand plc Annual Report on Form10-K for the year ended December 31, 2016 . In the opinion of management, the accompanying condensed consolidated financial statements contain alladjustments, which include only normal recurring adjustments, necessary to fairly state the condensed consolidated results for the interim periods presented.Certain reclassifications of amounts reported in prior periods have been made to conform with the current period presentation.

Note 2. Recent Accounting Pronouncements

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

Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued ASU No. 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based PaymentAccounting" (ASU 2016-09) which simplifies several aspects of the accounting for employee share-based payment transactions. The standard makes severalmodifications to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess taxbenefits or deficiencies. In addition, ASU 2016-09 clarifies the statement of cash flows presentation for certain components of share-based awards. The standard iseffective for interim and annual reporting periods beginning after December 15, 2016. The Company adopted this standard on January 1, 2017 and prospectivelypresented any excess tax benefits or deficiencies in the income statement as a component of Provision for income taxes rather than in the Equity section of theBalance Sheet. As part of the adoption, the Company reclassified $15.1 million of excess tax benefits previously unrecognized on a modified retrospective basisthrough a cumulative-effect adjustment to increase Retained earnings as of January 1, 2017. In addition, the statement of cash flows for the six months ended June30, 2016 was retrospectively adjusted to present $8.4 million of excess tax benefits as an operating activity rather than a financing activity.

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

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

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Table of ContentsINGERSOLL-RAND PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

Recently Issued Accounting Pronouncements

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

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

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (ASU 2016-15). This standard clarifies how certain cash receipts and cash payments are classified on the statement of cash flows. The following eight specific cash flow issuesare addressed: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates thatare insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from thesettlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies);distributions received from equity method investees; beneficial interests in securitization transactions and separately identifiable cash flows. In addition, thestandard clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU2016-15 is effective for annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company does not expect the adoption ofthis standard to have a material impact on its financial statements.

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

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

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

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

Note 3. Inventories

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

The major classes of inventory were as follows:

In millionsJune 30,

2017 December 31,

2016

Raw materials $ 503.3 $ 448.5Work-in-process 176.7 154.0Finished goods 986.6 845.6 1,666.6 1,448.1LIFO reserve (62.1) (62.3)

Total $ 1,604.5 $ 1,385.8

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

Note 4. Goodwill

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

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

In millions Climate Industrial Total

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

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

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

Note 5. Intangible Assets

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

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

June 30, 2017 December 31, 2016

In millions Gross carrying

amount Accumulatedamortization

Net carryingamount

Gross carryingamount

Accumulatedamortization

Net carryingamount

Completed technologies/patents $ 207.1 $ (171.9) $ 35.2 $ 203.0 $ (165.6) $ 37.4Customer relationships 2,038.4 (992.2) 1,046.2 2,008.9 (926.1) 1,082.8Other 64.4 (50.9) 13.5 61.1 (48.5) 12.6Total finite-lived intangible assets 2,309.9 (1,215.0) 1,094.9 2,273.0 (1,140.2) 1,132.8Trademarks (indefinite-lived) 2,655.7 — 2,655.7 2,652.3 — 2,652.3Total $ 4,965.6 $ (1,215.0) $ 3,750.6 $ 4,925.3 $ (1,140.2) $ 3,785.1

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

Note 6. Debt and Credit Facilities

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

In millionsJune 30,

2017 December 31,

2016

Debentures with put feature $ 343.0 $ 343.0Other current maturities of long-term debt 7.7 7.7Short-term borrowings 10.6 10.1Total $ 361.3 $ 360.8

Commercial Paper Program

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

Debentures with Put Feature

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

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

In millionsJune 30,

2017 December 31,

2016

6.875% Senior notes due 2018 $ 749.0 $ 748.62.875% Senior notes due 2019 349.1 348.62.625% Senior notes due 2020 298.7 298.59.000% Debentures due 2021 124.8 124.84.250% Senior notes due 2023 696.2 695.67.200% Debentures due 2018-2025 52.3 59.73.550% Senior notes due 2024 494.9 494.56.480% Debentures due 2025 149.7 149.75.750% Senior notes due 2043 493.9 493.64.650% Senior notes due 2044 295.5 295.4Other loans and notes 0.4 0.4Total $ 3,704.5 $ 3,709.4

Other Credit Facilities

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

Fair Value of Debt

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

Note 7. Financial Instruments

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

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

The Company assesses at inception, and at least quarterly thereafter, whether the derivatives used in cash flow hedging transactions are highly effective inoffsetting the changes in the cash flows of the hedged item. To the extent the derivative is deemed to be a highly effective hedge, the fair market value changes ofthe instrument are recorded in Accumulated other comprehensive income (AOCI). Any ineffective portion of a derivative instrument’s change in fair value isrecorded in Net earnings in the period of change. If the hedging relationship ceases to be highly effective, or it becomes probable that a forecasted transaction is nolonger expected to occur, the hedging relationship will be undesignated and any future gains and losses on the derivative instrument will be recorded in Netearnings .

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

Derivative assets Derivative liabilities

In millionsJune 30,

2017 December 31,

2016 June 30,

2017 December 31,

2016Derivatives designated as hedges:

Currency derivatives designated as hedges $ — $ 0.3 $ 2.5 $ 2.9Derivatives not designated as hedges:

Currency derivatives not designated as hedges 10.2 0.3 1.7 17.9Total derivatives $ 10.2 $ 0.6 $ 4.2 $ 20.8

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

Currency Derivative Instruments

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

Other Derivative InstrumentsThe Company has utilized forward-starting interest rate swaps and interest rate locks to manage interest rate exposure in periods prior to the anticipated issuance offixed-rate debt. These instruments were designated as cash flow hedges and had a notional amount of $ 1.3 billion . Consequently, when the contracts were settledupon the issuance of the underlying debt, any realized gains or losses in the fair values of the instruments were deferred into AOCI. These deferred gains or lossesare subsequently recognized in Interest expense over the term of the related notes. The net unrecognized gain in AOCI was $ 6.3 million at June 30, 2017 and $6.0million at December 31, 2016 . The net deferred gain at June 30, 2017 will continue to be amortized over the term of notes with maturities ranging from 2018 to2044. The amount expected to be amortized over the next twelve months is a net loss of $ 0.5 million . The Company has no forward-starting interest rate swaps orinterest rate lock contracts outstanding at June 30, 2017 or December 31, 2016 .

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

Amount of gain (loss) recognized in AOCI

Location of gain (loss)reclassified from

AOCI and recognized into Net earnings

Amount of gain (loss) reclassified from AOCI and recognized into Net earnings

In millions 2017 2016 2017 2016

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

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

Amount of gain (loss) recognized in Net earnings


Currency derivatives not designated as hedges $ 13.8 $ (14.8)Total $ 13.8 $ (14.8)

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

Amount of gain (loss) recognized in AOCI

Location of gain (loss)reclassified from

AOCI and recognized into Net earnings

Amount of gain (loss) reclassified from AOCI and recognized into Net earnings

In millions 2017 2016 2017 2016

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

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

Amount of gain (loss) recognized in Net earnings


Currency derivatives not designated as hedges $ 33.8 $ 11.4Total $ 33.8 $ 11.4

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

Concentration of Credit Risk

The counterparties to the Company’s forward contracts consist of a number of investment grade major international financial institutions. The Company could beexposed to losses in the event of nonperformance by the counterparties. However, the credit ratings and the concentration of risk in these financial institutions aremonitored on a continuous basis and present no significant credit risk to the Company.Note 8. Fair Value Measurements

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

• Level 1: Observable inputs such as quoted prices in active markets;• Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and• Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions.

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

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

In Millions Fair Value

Fair value measurements

Level 1 Level 2 Level 3

Assets: Derivative instruments $ 10.2 $ — $ 10.2 $ —

Liabilities: Derivative instruments $ 4.2 $ — $ 4.2 $ —

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

In Millions Fair Value

Fair value measurements

Level 1 Level 2 Level 3

Assets: Derivative instruments $ 0.6 $ — $ 0.6 $ —

Liabilities: Derivative instruments $ 20.8 $ — $ 20.8 $ —

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

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

Note 9. Pensions and Postretirement Benefits Other than Pensions

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

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

Pension Plans

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

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


In millions 2017 2016 2017 2016

Service cost $ 17.9 $ 18.3 $ 35.7 $ 36.5Interest cost 27.0 28.5 54.0 56.9Expected return on plan assets (35.2) (36.1) (70.4) (72.2)Net amortization of:

Prior service costs 0.9 1.2 1.9 2.4Net actuarial losses 13.5 15.1 27.1 30.3

Net periodic pension benefit cost $ 24.1 $ 27.0 $ 48.3 $ 53.9Net curtailment loss — — 2.3 —Net periodic pension benefit cost after net curtailment and settlement (gains) losses $ 24.1 $ 27.0 $ 50.6 $ 53.9Amounts recorded in continuing operations: Operating income 17.2 17.6 $ 34.3 35.1 Other income/(expense), net 4.5 6.9 11.5 13.8Amounts recorded in discontinued operations 2.4 2.5 4.8 5.0Total $ 24.1 $ 27.0 $ 50.6 $ 53.9

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

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

Postretirement Benefits Other Than Pensions

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

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


In millions 2017 2016 2017 2016

Service cost $ 0.7 $ 1.0 $ 1.5 $ 1.9Interest cost 4.2 4.5 8.5 9.0Net amortization of:

Prior service gains (2.1) (2.2) (4.3) (4.4)Net actuarial losses — — — —

Net periodic postretirement benefit cost $ 2.8 $ 3.3 $ 5.7 $ 6.5Amounts recorded in continuing operations: Operating income 0.7 1.0 $ 1.5 $ 1.9 Other income/(expense), net 1.7 1.2 2.9 2.4Amounts recorded in discontinued operations 0.4 1.1 1.3 2.2Total $ 2.8 $ 3.3 $ 5.7 $ 6.5

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Note 10. Equity

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

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

In millions Ordinary shares issued Ordinary shares held in

treasury

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

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

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

In millionsShareholders’

equity Noncontrolling

interests Total equity

Balance at December 31, 2016 $ 6,643.8 $ 74.5 $ 6,718.3Net earnings 475.7 7.6 483.3Currency translation 288.9 (0.8) 288.1Derivatives qualifying as cash flow hedges, net of tax 0.6 — 0.6Pension and OPEB adjustments, net of tax 7.3 — 7.3

Total comprehensive income (loss) 772.5 6.8 779.3Share-based compensation 40.1 — 40.1Adoption of ASU 2016-09 (See Note 2) 15.1 — 15.1Acquisition of noncontrolling interest (4.9) (1.9) (6.8)Dividends declared to noncontrolling interests — (7.0) (7.0)Dividends declared to ordinary shareholders (204.8) — (204.8)Shares issued under incentive plans, net of tax benefit 35.0 — 35.0Repurchase of ordinary shares (575.2) — (575.2)

Balance at June 30, 2017 $ 6,721.6 $ 72.4 $ 6,794.0

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

In millionsShareholders’

equity Noncontrolling

interests Total equity

Balance at December 31, 2015 $ 5,816.7 $ 62.5 $ 5,879.2Net earnings 900.0 8.0 908.0Currency translation 34.1 (0.2) 33.9Derivatives qualifying as cash flow hedges, net of tax 4.4 — 4.4Pension and OPEB adjustments, net of tax 28.5 — 28.5

Total comprehensive income (loss) 967.0 7.8 974.8Share-based compensation 36.8 — 36.8Dividends declared to noncontrolling interests — (6.7) (6.7)Dividends declared to ordinary shareholders (164.8) — (164.8)Shares issued under incentive plans, net of tax benefit 9.2 — 9.2Repurchase of ordinary shares (250.1) — (250.1)Other (0.4) — (0.4)

Balance at June 30, 2016 $ 6,414.4 $ 63.6 $ 6,478.0

Accumulated Other Comprehensive Income (Loss)

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

In millions Derivative

Instruments Pension and

OPEB Foreign Currency

Translation Total

Balance at December 31, 2016 $ 2.9 $ (554.4) $ (739.0) $ (1,290.5)Other comprehensive income (loss) before reclassifications (0.6) (8.7) 288.9 279.6Amounts reclassified from AOCI 1.0 24.7 — 25.7Provision for income taxes 0.2 (8.7) — (8.5)Net current period other comprehensive income (loss) $ 0.6 $ 7.3 $ 288.9 $ 296.8

Balance at June 30, 2017 $ 3.5 $ (547.1) $ (450.1) $ (993.7)

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

In millions Derivative

Instruments Pension and

OPEB Foreign Currency

Translation Total

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

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


In millions 2017 2016 2017 2016

Derivative Instruments

Reclassifications of deferred (gains) losses (1) $ 0.6 $ (1.1) $ 1.0 $ (1.7)Provision (benefit) for income taxes 0.3 0.2 0.2 0.2

Reclassifications, net of taxes $ 0.9 $ (0.9) $ 1.2 $ (1.5)

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

Reclassifications, net of taxes $ 8.6 $ 9.0 $ 16.0 $ 18.7

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

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

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

Note 11. Share-Based Compensation

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

Compensation Expense

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


In millions 2017 2016 2017 2016

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

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Stock Options / RSUs

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

2017 2016

Numbergranted

Weighted-average fair

value per award Numbergranted

Weighted-average fair

value per award

Stock options 1,517,235 $ 13.46 1,958,476 $ 9.42RSUs 335,743 $ 80.36 482,001 $ 51.13

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

2017 2016

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

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

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

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

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

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

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

Performance Shares

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

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

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Deferred Compensation

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

Note 12. Restructuring Activities

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


In millions 2017 2016 2017 2016

Climate $ 1.8 $ 0.9 $ 29.8 $ 2.8Industrial 3.4 5.2 8.1 8.3Corporate and Other 0.3 (1.0) 0.3 2.4Total $ 5.5 $ 5.1 $ 38.2 $ 13.5 Cost of goods sold $ 2.3 $ 1.8 $ 32.6 $ 3.8Selling and administrative expenses 3.2 3.3 5.6 9.7Total $ 5.5 $ 5.1 $ 38.2 $ 13.5

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

In millions Climate Industrial Corporateand Other Total

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

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

Ongoing restructuring actions primarily include workforce reductions as well as the closure and consolidation of multiple manufacturing facilities in an effort toimprove the Company's cost structure. During the first quarter of 2017, the Company announced plans to close three manufacturing facilities during 2017, thelargest of which is a U.S. manufacturing facility within the Climate segment that will relocate production to other U.S. facilities. As of June 30, 2017 , theCompany had $17.1 million accrued for costs associated with its ongoing restructuring actions, of which a majority is expected to be paid within one year andprimarily relate to workforce reduction benefits.In addition, the Company incurred $0.4 million of non-qualified restructuring charges during six months ended June 30, 2017 , which represent costs that aredirectly attributable to restructuring activities, but do not fall into the severance, exit or disposal category. These non-qualified restructuring charges were incurredto improve the Company's cost structure.

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Note 13. Other Income/(Expense), Net

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


In millions 2017 2016 2017 2016

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

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

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

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

Note 14. Income Taxes

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

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

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

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

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

Note 15. Discontinued Operations

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


In millions 2017 2016 2017 2016

Pre-tax earnings (loss) from discontinued operations $ 10.0 $ (8.4) $ 0.9 $ 12.6Tax benefit (expense) (1.7) 1.6 0.9 7.5Discontinued operations, net of tax $ 8.3 $ (6.8) $ 1.8 $ 20.1

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

Note 16. Earnings Per Share (EPS)

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


In millions 2017 2016 2017 2016

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

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17. Business Segment Information

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

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

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

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

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


In millions 2017 2016 2017 2016

Net revenues Climate $ 3,143.8 $ 2,934.8 $ 5,467.9 $ 5,148.3Industrial 764.6 753.4 1,441.1 1,434.0

Total $ 3,908.4 $ 3,688.2 $ 6,909.0 $ 6,582.3Segment operating income Climate $ 527.1 $ 496.8 $ 744.4 $ 714.1Industrial 92.2 70.2 158.0 134.1Unallocated corporate expense (61.7) (53.7) (129.8) (109.5)

Operating income $ 557.6 $ 513.3 $ 772.6 $ 738.7

Note 18. Commitments and Contingencies

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

Environmental Matters

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

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

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

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

Asbestos-Related Matters

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

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

• the outside expert’s interpretation of a widely accepted forecast of the population likely to have been occupationally exposed to asbestos;• epidemiological studies estimating the number of people likely to develop asbestos-related diseases such as mesothelioma and lung cancer;• the Company’s historical experience with the filing of non-malignancy claims and claims alleging other types of malignant diseases filed against the

Company relative to the number of lung cancer claims filed against the Company;• the outside expert’s analysis of the number of people likely to file an asbestos-related personal injury claim against the Company based on such

epidemiological and historical data and the Company’s most recent three-year claims history;• an analysis of the Company’s pending cases, by type of disease claimed and by year filed;• an analysis of the Company’s most recent three-year history to determine the average settlement and resolution value of claims, by type of disease

claimed;• an adjustment for inflation in the future average settlement value of claims, at a 2.5% annual inflation rate, adjusted downward to 1.5% to take account of

the declining value of claims resulting from the aging of the claimant population; and• an analysis of the period over which the Company has and is likely to resolve asbestos-related claims against it in the future.

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

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

In millionsJune 30,

2017 December 31,

2016

Accrued expenses and other current liabilities $ 57.0 $ 61.5Other noncurrent liabilities 538.9 569.7Total asbestos-related liabilities $ 595.9 $ 631.2

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

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

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


In millions 2017 2016 2017 2016

Continuing operations $ (2.6) $ 0.2 $ (2.6) $ 2.1Discontinued operations 16.0 (4.2) 12.7 19.8Total $ 13.4 $ (4.0) $ 10.1 $ 21.9

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

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

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

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

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

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

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

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

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

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

Warranty Liability

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

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


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

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

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

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


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

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

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Other Commitments and Contingencies

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

Note 19. Guarantor Financial Information

Ingersoll-Rand plc (Plc or Parent Company) and certain of its 100% directly or indirectly owned subsidiaries provide guarantees of public debt issued by other100% directly or indirectly owned subsidiaries. The following condensed consolidating financial information is provided so that separate financial statements ofthese subsidiary issuer and guarantors are not required to be filed with the U.S. Securities and Exchange Commission.

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

Parent, issuer or guarantors Notes issued Notes guaranteed (1)

Ingersoll-Rand plc (Plc) None All registered notes and debenturesIngersoll-Rand Irish Holdings Unlimited Company (IrishHoldings)

None All notes issued by Global Holding and LuxFinance (2)

Ingersoll-Rand Lux International Holding Company S.à.r.l.(Lux International)

None All notes issued by Global Holding and LuxFinance

Ingersoll-Rand Global Holding Company Limited (GlobalHolding)

6.875% Senior notes due 20182.875% Senior notes due 20194.250% Senior notes due 20235.750% Senior notes due 2043

All notes issued by Lux Finance

Ingersoll-Rand Company (New Jersey) 9.000% Debentures due 20217.200% Debentures due 2018-20256.48% Debentures due 2025Puttable debentures due 2027-2028

All notes issued by Global and Lux Finance

Ingersoll-Rand Luxembourg Finance S.A. (Lux Finance) 2.625% Notes due 20203.55% Notes due 20244.650% Notes due 2044

All notes and debentures issued by Global andNew Jersey

(1) All subsidiary issuers and guarantors provide irrevocable guarantees of borrowings, if any, made under revolving credit facilities(2) In the second quarter of 2016, Irish Holdings was added as a guarantor of all notes issued by Global Holding and Lux Finance

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

Basis of presentation

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

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Condensed Consolidating Statement of Comprehensive IncomeFor the three months ended June 30, 2017

In millions Plc

Irish Holdings

LuxInternational

Global Holding

New Jersey

Lux Finance

Other Subsidiaries

Consolidating Adjustments Consolidated

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

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

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Condensed Consolidating Statement of Comprehensive IncomeFor the six months ended June 30, 2017

In millions Plc Irish

Holdings Lux

International Global Holding

New Jersey

Lux Finance

Other Subsidiaries


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

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

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Condensed Consolidating Statement of Comprehensive IncomeFor the three months ended June 30, 2016

In millions Plc

Irish Holdings

LuxInternational

Global Holding

New Jersey

Lux Finance

Other Subsidiaries


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

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

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Condensed Consolidating Statement of Comprehensive IncomeFor the six months ended June 30, 2016

in millions Plc Irish

Holdings Lux


New Jersey

Lux Finance

Other Subsidiaries


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

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

28



Condensed Consolidating Balance SheetJune 30, 2017


Holdings Lux


New Jersey

Lux Finance

Other Subsidiaries

ConsolidatingAdjustments Consolidated

ASSETS

Current assets:

Cash and cash equivalents $ — $ — $ 0.1 $ — $ 589.0 $ — $ 721.0 $ — $ 1,310.1

Accounts and notes receivable, net — — — — 154.1 — 2,442.4 — 2,596.5

Inventories, net — — — — 168.1 — 1,436.4 — 1,604.5

Other current assets 1.1 — 5.3 7.9 86.4 — 243.7 (0.5) 343.9

Intercompany receivables 57.1 — 5.9 129.2 291.6 — 12,840.1 (13,323.9) —Total current assets 58.2 — 11.3 137.1 1,289.2 — 17,683.6 (13,324.4) 5,855.0

Property, plant and equipment, net — — — — 301.5 — 1,208.1 — 1,509.6

Goodwill and other intangible assets, net — — — — 410.7 — 9,119.3 — 9,530.0

Other noncurrent assets 0.2 — — 277.1 683.5 — 613.2 (695.1) 878.9

Investments in consolidated subsidiaries 8,334.6 1,758.1 2,616.3 7,739.6 15,945.9 1,166.0 — (37,560.5) —

Intercompany notes receivable — 12,560.2 — — — — 2,517.2 (15,077.4) —Total assets $ 8,393.0 $ 14,318.3 $ 2,627.6 $ 8,153.8 $ 18,630.8 $ 1,166.0 $ 31,141.4 $ (66,657.4) $ 17,773.5

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable and accrued expenses $ 8.4 $ — $ 0.2 $ 107.0 $ 534.5 $ 6.9 $ 2,885.7 $ (0.5) $ 3,542.2Short-term borrowings and current maturities oflong-term debt — — — — 350.4 — 10.9 — 361.3

Intercompany payables 1,663.0 — 2,270.8 1,074.8 7,745.2 499.0 71.1 (13,323.9) —Total current liabilities 1,671.4 — 2,271.0 1,181.8 8,630.1 505.9 2,967.7 (13,324.4) 3,903.5

Long-term debt — — — 2,288.2 326.7 1,089.1 0.5 — 3,704.5

Other noncurrent liabilities — — — 21.2 1,244.2 — 2,801.2 (695.1) 3,371.5

Intercompany notes payable — — 6,376.3 1,817.2 700.0 — 6,183.9 (15,077.4) —Total liabilities 1,671.4 — 8,647.3 5,308.4 10,901.0 1,595.0 11,953.3 (29,096.9) 10,979.5

Equity:

Total equity 6,721.6 14,318.3 (6,019.7) 2,845.4 7,729.8 (429.0) 19,188.1 (37,560.5) 6,794.0Total liabilities and equity $ 8,393.0 $ 14,318.3 $ 2,627.6 $ 8,153.8 $ 18,630.8 $ 1,166.0 $ 31,141.4 $ (66,657.4) $ 17,773.5

29

INGERSOLL-RAND PLCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidating Balance SheetDecember 31, 2016


Holdings Lux


New Jersey

Lux Finance

Other Subsidiaries

ConsolidatingAdjustments Consolidated

ASSETS

Current assets:

Cash and cash equivalents $ — $ — $ — $ — $ 634.6 $ — $ 1,080.1 $ — $ 1,714.7

Accounts and notes receivable, net — — — — 171.0 — 2,052.0 — 2,223.0

Inventories, net — — — — 165.3 — 1,220.5 — 1,385.8

Other current assets 0.2 — 5.3 0.7 69.4 — 189.3 (9.1) 255.8

Intercompany receivables 122.3 — 5.6 271.6 220.5 — 11,747.9 (12,367.9) —

Total current assets 122.5 — 10.9 272.3 1,260.8 — 16,289.8 (12,377.0) 5,579.3

Property, plant and equipment, net — — — — 445.9 — 1,065.1 — 1,511.0

Goodwill and other intangible assets, net — — — — 414.7 — 9,028.8 — 9,443.5

Other noncurrent assets 0.2 — — 262.4 676.3 — 580.1 (655.4) 863.6

Investments in consolidated subsidiaries 7,588.1 1,500.4 3,267.1 7,270.2 15,273.4 1,090.4 — (35,989.6) —

Intercompany notes receivable — 12,560.2 — — — — 3,851.8 (16,412.0) —

Total assets $ 7,710.8 $ 14,060.6 $ 3,278.0 $ 7,804.9 $ 18,071.1 $ 1,090.4 $ 30,815.6 $ (65,434.0) $ 17,397.4

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable and accrued expenses 7.7 — 0.2 36.3 525.1 7.0 2,662.3 (9.1) 3,229.5Short-term borrowings and current maturities oflong-term debt — — — — 350.4 — 10.4 — 360.8

Intercompany payables 1,059.3 — 3,400.1 1,068.2 6,285.6 486.9 67.8 (12,367.9) —

Total current liabilities 1,067.0 — 3,400.3 1,104.5 7,161.1 493.9 2,740.5 (12,377.0) 3,590.3

Long-term debt — — — 2,286.3 334.2 1,088.3 0.6 — 3,709.4

Other noncurrent liabilities — — — 18.2 1,280.8 — 2,735.8 (655.4) 3,379.4

Intercompany notes payable — — 6,376.3 1,817.2 2,034.6 — 6,183.9 (16,412.0) —

Total liabilities 1,067.0 — 9,776.6 5,226.2 10,810.7 1,582.2 11,660.8 (29,444.4) 10,679.1

Equity:

Total equity 6,643.8 14,060.6 (6,498.6) 2,578.7 7,260.4 (491.8) 19,154.8 (35,989.6) 6,718.3

Total liabilities and equity $ 7,710.8 $ 14,060.6 $ 3,278.0 $ 7,804.9 $ 18,071.1 $ 1,090.4 $ 30,815.6 $ (65,434.0) $ 17,397.4

30



Condensed Consolidating Statement of Cash FlowsFor the six months ended June 30, 2017


Holdings Lux


New Jersey

Lux Finance

Other Subsidiaries


CASH FLOWS FROM OPERATINGACTIVITIES: Net cash provided by (used in) continuingoperating activities $ 75.4 $ — $ (17.5) $ (142.5) $ 139.0 $ (23.7) $ 391.6 $ — $ 422.3Net cash provided by (used in) discontinuedoperating activities — — — — (14.5) — (2.3) — (16.8)Net cash provided by (used in) operating activities 75.4 — (17.5) (142.5) 124.5 (23.7) 389.3 — 405.5CASH FLOWS FROM INVESTINGACTIVITIES:

Capital expenditures — — — — (25.9) — (53.6) — (79.5)

Acquisition of businesses, net of cash acquired — — — — — — (39.9) — (39.9)Proceeds from sale of property, plant andequipment — — — — — — 0.5 — 0.5

Intercompany investing activities, net — — 1,153.0 142.7 — 11.7 589.4 (1,896.8) —Net cash provided by (used in) investing activities — — 1,153.0 142.7 (25.9) 11.7 496.4 (1,896.8) (118.9)CASH FLOWS FROM FINANCINGACTIVITIES:

Short-term borrowings (payments), net — — — — (7.5) — (0.1) — (7.6)

Debt issuance costs — — — (0.2) — — — — (0.2)

Dividends paid to ordinary shareholders (204.8) — — — — — — — (204.8)

Dividends paid to noncontrolling interests — — — — — — (7.0) — (7.0)

Acquisition of noncontrolling interest — — — — — — (6.8) — (6.8)

Repurchase of ordinary shares (575.2) — — — — — — — (575.2)

Other financing activities, net 35.0 — — — (1.0) — 0.7 — 34.7

Intercompany financing activities, net 669.6 — (1,135.4) — (135.7) 12.0 (1,307.3) 1,896.8 —Net cash provided by (used in) financing activities (75.4) — (1,135.4) (0.2) (144.2) 12.0 (1,320.5) 1,896.8 (766.9)

Effect of exchange rate changes on cash andcash equivalents — — — — — — 75.7 — 75.7Net increase (decrease) in cash and cashequivalents — — 0.1 — (45.6) — (359.1) — (404.6)

Cash and cash equivalents - beginning of period — — — — 634.6 — 1,080.1 — 1,714.7

Cash and cash equivalents - end of period $ — $ — $ 0.1 $ — $ 589.0 $ — $ 721.0 $ — $ 1,310.1

31



Condensed Consolidating Statement of Cash FlowsFor the six months ended June 30, 2016


Holdings Lux


New Jersey

Lux Finance

Other Subsidiaries


CASH FLOWS FROM OPERATINGACTIVITIES: Net cash provided by (used in) continuingoperating activities $ (32.0) $ — $ (11.4) $ (134.7) $ 247.5 $ (20.8) $ 354.3 $ — $ 402.9Net cash provided by (used in) discontinuedoperating activities — — — — 18.7 — 6.5 — 25.2

Net cash provided by (used in) operating activities (32.0) — (11.4) (134.7) 266.2 (20.8) 360.8 — 428.1CASH FLOWS FROM INVESTINGACTIVITIES:

Capital expenditures — — — — (39.0) — (44.0) — (83.0)

Acquisition of businesses, net of cash acquired — — — — (9.2) — — — (9.2)Proceeds from sale of property, plant andequipment — — — — — — 2.4 — 2.4Proceeds from business disposition, net of cashsold — — — — — — 422.5 — 422.5

Intercompany investing activities, net (160.0) (19,535.7) (3.5) (314.8) 65.7 243.7 (919.3) 20,623.9 —

Net cash provided by (used in) investing activities (160.0) (19,535.7) (3.5) (314.8) 17.5 243.7 (538.4) 20,623.9 332.7CASH FLOWS FROM FINANCINGACTIVITIES:

Short-term borrowings (payments), net — — — — (7.6) (143.0) — — (150.6)

Debt issuance costs — — — (2.1) — — — — (2.1)

Dividends paid to ordinary shareholders (162.5) — — — — — — — (162.5)

Dividends paid to noncontrolling interests — — — — — — (6.7) — (6.7)

Repurchase of ordinary shares (250.1) — — — — — — — (250.1)

Other financing activities, net 0.8 — — — — — — — 0.8

Intercompany financing activities, net 603.8 19,535.7 14.9 440.2 (59.6) (80.0) 168.9 (20,623.9) —

Net cash provided by (used in) financing activities 192.0 19,535.7 14.9 438.1 (67.2) (223.0) 162.2 (20,623.9) (571.2)Effect of exchange rate changes on cash andcash equivalents — — — — — — 2.4 — 2.4Net increase (decrease) in cash and cashequivalents — — — (11.4) 216.5 (0.1) (13.0) — 192.0

Cash and cash equivalents - beginning of period — — — 11.4 — 0.1 725.3 — 736.8

Cash and cash equivalents - end of period $ — $ — $ — $ — $ 216.5 $ — $ 712.3 $ — $ 928.8

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

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

Overview

Organizational

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

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

Trends and Economic Events

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

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

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

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

Significant Events

Share Repurchase Program

Share repurchases are made from time to time in accordance with management's capital allocation strategy, subject to market conditions and regulatoryrequirements. In February 2014, our Board of Directors authorized the repurchase of up to $1.5 billion of its ordinary shares under a share repurchase program thatbegan in April 2014 and was completed in the second quarter of 2017. In February 2017, our Board of Directors authorized the repurchase of up to $1.5 billion ofour ordinary shares under a new share repurchase program upon completion of the prior share repurchase program. Repurchases under this program began in May2017 and total approximately $159 million at June 30, 2017. As a result, we have approximately $1.3 billion remaining under the newly authorized program.Combined, we repurchased $575.2 million of our ordinary shares during the six months ended June 30, 2017 .

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Sale of Hussmann Equity Investment

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

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

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Results of Operations

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

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

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

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

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

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

Dollar amounts in millions 2017 2016 Period Change 2017 % of revenues

2016 % of revenues

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

Net Revenues

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

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

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

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

Dollar amounts in millions 2017 2016 % change

Climate $ 3,143.8 $ 2,934.8 7.1%Industrial 764.6 753.4 1.5%Total $ 3,908.4 $ 3,688.2

Climate

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


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

Industrial

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


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

Operating Income/Margin

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

Dollar amounts in millions

2017Operating

Income(Expense)

2016 OperatingIncome

(Expense) Period Change2017 Operating

Margin 2016 Operating

Margin

Climate $ 527.1 $ 496.8 $ 30.3 16.8% 16.9%Industrial 92.2 70.2 22.0 12.1% 9.3%Unallocated corporate expenses (61.7) (53.7) (8.0) N/A N/ATotal $ 557.6 $ 513.3 $ 44.3 14.3% 13.9%

Climate

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

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

Industrial

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

Unallocated Corporate Expenses

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

Interest Expense

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

Other Income/(Expense), Net

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


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

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

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

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

Provision for Income Taxes

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

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

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

In millions, except per share amounts 2017 2016 Period Change 2017 % of revenues

2016 % of revenues

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

Net Revenues

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


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

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

Dollar amounts in millions 2017 2016 % change

Climate $ 5,467.9 $ 5,148.3 6.2%Industrial 1,441.1 1,434.0 0.5%Total $ 6,909.0 $ 6,582.3

Climate

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


The primary driver of the increase related to incremental volumes in both the Commercial HVAC and Residential HVAC businesses. Commercial HVAC resultsreflect continued improvements in equipment, parts and service while Residential HVAC results

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

Industrial

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

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

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

Operating Income/Margin

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

Dollar amounts in millions

2017Operating

Income(Expense)

2016 OperatingIncome

(Expense) Period Change2017 Operating

Margin 2016 Operating

Margin

Climate $ 744.4 $ 714.1 $ 30.3 13.6% 13.9%Industrial 158.0 134.1 23.9 11.0% 9.4%Unallocated corporate expenses (129.8) (109.5) (20.3) N/A N/ATotal $ 772.6 $ 738.7 $ 33.9 11.2% 11.2%

Climate

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

Industrial

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

Unallocated Corporate Expenses

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

Interest Expense

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

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Other Income/(Expense), Net

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


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

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

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

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

Provision for Income Taxes

For the six months ended June 30, 2017 , our effective tax rate was 25.7 % which is lower than the U.S. statutory rate of 35% primarily due to the recognition ofexcess tax benefits from employee share-based payments in Provision for income taxes as a result of the adoption of ASU 2016-09 on January 1, 2017 andearnings in non-U.S. jurisdictions, which in aggregate, have a lower effective tax rate. These amounts were partially offset by a non-cash charge related to theestablishment of a valuation allowance on certain net deferred tax assets in Brazil, primarily comprised of net operating loss carryforwards, which remain availablefor future use when markets recover and the entities return to profitability. Excess tax benefits from employee share-based payments decreased the effective taxrate by 3.2% and the establishment of the Brazil valuation allowance increased the effective tax rate by 5.1 %. The effective tax rate for the six months endedJune 30, 2016 was 13.1 % which is lower than the U.S. statutory rate of 35% primarily due to the tax treatment of the Hussmann gain. The gain, which was notsubject to tax under the relevant local tax laws, decreased the effective tax rate by 8.5%. In addition, the effective tax rate was impacted by earnings in non-U.S.jurisdictions, which in aggregate, have a lower effective tax rate. Revenues from non-U.S. jurisdictions account for approximately 35% of our total revenues, suchthat a material portion of our pretax income is earned and taxed outside the U.S. at rates ranging from 0% to 38%. When comparing the results of multiplereporting periods, among other factors, the mix of earnings between U.S. and foreign jurisdictions can cause variability on our overall effective tax rate.

Liquidity and Capital Resources

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

• Funding of working capital• Funding of capital expenditures• Debt service requirements

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

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

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

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

Liquidity

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

In millionsJune 30,

2017 December 31,

2016

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

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

In millionsJune 30,

2017 December 31,

2016

Debentures with put feature $ 343.0 $ 343.0Other current maturities of long-term debt 7.7 7.7Other short-term borrowings 10.6 10.1Total $ 361.3 $ 360.8

Commercial Paper Program

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

Debentures with Put Feature

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

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

Other Credit Facilities

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

Cash Flows

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


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

Operating Activities

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

Investing Activities

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

Financing Activities

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

Discontinued Operations

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

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

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

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

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

Commitments and Contingencies

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

Critical Accounting Policies

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

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

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

Safe Harbor Statement

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

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

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

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

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

• the demand for our products and services;

• competitive factors in the industries in which we compete;

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

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

• the outcome of any income tax audits or settlements;

• interest rate fluctuations and other changes in borrowing costs;

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

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

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

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

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

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

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

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

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

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

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

Item 4 – Controls and Procedures

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

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

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PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

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

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

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

Item 1A – Risk Factors

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

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

Issuer Purchases of Equity Securities

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

Period

Total number of sharespurchased (000's) (a) (b)

(c) Average price paid per

share (a) (b) (c)

Total number of sharespurchased as part of

program (000's) (a) (c)

Approximate dollar value ofshares still available to be

purchased under theprogram ($000's) (a) (c)

April 1 - April 30 2,020.4 $ 82.48 2,020.0 $ —May 1 - May 31 758.5 88.74 758.5 1,432,689June 1 - June 30 1,186.9 90.02 1,175.0 1,326,914Total 3,965.8 $ 85.93 3,953.5

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

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

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

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Item 6 – Exhibits

(a) Exhibits

Exhibit No. Description Method of Filing

10.1

IR Executive Deferred Compensation Plan (as amended and restatedeffective as of January 1, 2017

Filed herewith.

10.2

IR Executive Deferred Compensation Plan II (as amended and restatedeffective as of January 1, 2017)

Filed herewith.

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) orRule 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) orRule 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 OfficerPursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Actof 2002.

Furnished herewith.

101

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

Filed herewith.

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INGERSOLL-RAND PLC

SIGNATURES

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

INGERSOLL-RAND PLC

(Registrant)

Date: July 26, 2017 /s/ Susan K. Carter

Susan K. Carter, Senior Vice Presidentand Chief Financial OfficerPrincipal Financial Officer

Date: July 26, 2017 /s/ Christopher J. Kuehn

Christopher J. Kuehn, Vice President and Chief Accounting Officer

Principal Accounting Officer

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Exhibit 10.1

IR EXECUTIVE DEFERRED COMPENSATION PLAN

[Amended and Restated as of January 1, 2017]

TABLE OF CONTENTS

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

SECTION 2 - DEFINITIONS

2.1 Account Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 12.2 Administrative Committee. . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .22.3 Base Salary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .22.4 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.5 Beneficiary Designation Form. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 22.6 Cash Incentive Compensation Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.7 Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.8 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.9 Compensation Committee. . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22.10 Deferral Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.11 Deferral Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 32.12 Disability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.13 Discretionary Company Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32.14 Discretionary Company Contribution Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .32.15 Dividends on Stock Grants. . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .32.16 Early Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .32.17 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . .32.18 Elected Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . .32.19 Election Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .42.20 Eligible Employee. . . . . . . . . . . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . .42.21 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . .42.22 Investment Option Subaccounts. . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .42.23 IR Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .. . .. . . . . . . . . . . . . . . . . . . . . .42.24 IR Stock Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .42.25 Merger Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .42.26 Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . .42.27 Participating Employer. . . . . . . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 42.28 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .. . . . . . . . . . . . . . . . . . . . . . 5

2.29 Retirement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .. . .. . . . . . . . . . . . . . . . . . . . . . 52.30 Return. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . .52.31 Service . . . . . . . . . . . . . . . . . . . . . . .. . . . . .. . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . .52.32 Supplemental Contribution. . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 52.33 Supplemental Contribution Account. . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 52.34 Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 52.35 Unforeseeable Financial Emergency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

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

SECTION 4 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

4.1 Participation and Deferral Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64.2 Investment Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

SECTION 5 - VESTING

5.1 Deferral Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85.2 Supplemental Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85.3 Discretionary Contributions. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 6 - ACCOUNTS AND VALUATIONS

6.1 Deferral Accounts. . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .96.2 Supplemental Contribution Accounts. . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .96.3 Discretionary Company Contribution Accounts. . . . . . . . . . . . . . . . . . . . . . . . . .106.4 IR Stock Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .116.5 Changes in Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .126.6 Accounts are Bookkeeping Entries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

SECTION 7 - DISTRIBUTION OF ACCOUNTS

7.1 Termination with Five Years of Service, Retirement, Disability and Death. . . . 137.2 Scheduled Distributions Prior to Termination of Employment. . . . . . . . . . . . . 147.3 Termination of Employment Prior to Completing Five (5) Years of Service. . . 157.4 Transfer of Employment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . 157.5 Hardship Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . 157.6 Early Distributions (with forfeiture) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 157.7 Form of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . 167.8 Taxes; Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 167.9 Distribution Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 16

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

(ii)

SECTION 9 - AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . 179.2 Termination of Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 17

SECTION 10 - MISCELLANEOUS

10.1 Unsecured General Creditor. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .1810.2 Entire Agreement; Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 1810.3 Non-Assignability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .1810.4 No Contract of Employment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .1810.5 Authorization and Source of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .1910.6 Singular and Plural. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .1910.7 Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 1910.8 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .1910.9 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .19

10.10 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .19Appendix A Claims Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . 20

(ii)

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

SECTION 1

STATEMENT OF PURPOSE

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

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

SECTION 2

DEFINITIONS

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

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

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

2.3 “Base Salary” means a Participant’s annual base salary, excluding bonuses, commissions, incentive compensationand all other remuneration for services rendered to the Company or a Participating Employer and prior to a reductionfor any salary contributions to a plan established pursuant to Code Section 125 or qualified pursuant to Code Section401(k).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4

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

2.28 “Plan Year” means a calendar year.

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

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

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

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

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

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

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

5

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

SECTION 3

ADMINISTRATION OF THE PLAN

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

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

SECTION 4

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

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

6

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

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

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

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

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

7

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

SECTION 5

VESTING

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

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

5.3. Discretionary Contributions. A Participant shall vest in his or her Discretionary Company Contribution Account onthe earliest of: (i) the date determined by the Administrative Committee; (ii) the date of the Participant’s Disability;(iii) the date of the Participant’s death; (iv) a Change in Control; or (v) a termination of the Plan pursuant to Section9.2. Notwithstanding the above, to the extent an agreement between the Company and the Participant containsprovisions governing vesting with regards to a Discretionary Company Contribution made on behalf of theParticipant, the terms of such agreement shall apply.

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SECTION 6ACCOUNTS AND VALUATIONS

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

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

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

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

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

9

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

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

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

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

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

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

10

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

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

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

6.4 IR Stock Accounts . The Administrative Committee shall establish and maintain a separate IR Stock Account foreach Plan Year for each Participant who (i) elects to have all or a portion of his of her Deferral Amounts and/orDiscretionary Company Contributions for such Plan Year invested in IR Stock or, (ii) receives a DiscretionaryCompany Contribution which is directed, pursuant to Section 6.3, by the Administrative Committee to be deemed tobe invested in IR Stock. All Deferral Amounts that are deemed, at the Participant’s election, to be invested in IRStock shall be credited to the Participant’s IR Stock Account on the date when the Deferral Amount would otherwisebe paid to the Participant. All Discretionary Company Contributions that are deemed, whether at the Participant’selection or as directed by the Administrative Committee, to be invested in IR Stock shall be credited to theParticipant’s IR Stock Account on the date determined by the Administrative Committee in its sole and absolutediscretion. Notwithstanding anything to the contrary, IR Stock credited to a Participant’s IR Stock Account may notbe designated by the Participant to be deemed to be invested in any other investment option and shall remain investedin IR Stock in such IR Stock Account until distributed from the Plan and no deferrals originally invested in anotherinvestment option may be reinvested in IR Stock. A Participant’s IR Stock Accounts shall be credited as follows:

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

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

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

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

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

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

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SECTION 7

DISTRIBUTION OF ACCOUNTS

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

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

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

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

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

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

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

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Notwithstanding any provision of the Plan to the contrary, if a Participant terminates employment after completingfive (5) years of Service, has reached Retirement, incurs a Disability or dies while receiving annual installments priorto termination of employment pursuant to Section 7.2, such annual installments shall continue to be paid to theParticipant (and after his or her death to his or her Beneficiary) in the same manner as if the Participant had notterminated employment, reached Retirement, incurred a Disability or died.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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SECTION 8

BENEFICIARY DESIGNATION

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

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

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

SECTION 9

AMENDMENT AND TERMINATION OF PLAN

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

9.2 Termination of Plan

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

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

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

SECTION 10

MISCELLANEOUS

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

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

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

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

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

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

10.7 Captions . The captions to the articles, sections, and paragraphs of the Plan are for convenience only and shall notcontrol or affect the meaning or construction of any of its provisions.

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

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

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

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

INGERSOLL-RAND COMPANY

By: _/s/ Jeffrey A. Blair___________Jeffrey A. BlairVice President -Total Rewards

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APPENDIX A

Claim Procedures

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

Timing of Claim Decision

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

Notice of Claim Denial

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

1. The specific reason(s) for the denial;2. Specific reference(s) to pertinent Plan provisions upon which the denial is based;3. A description of any additional material or information necessary for you to perfect the claim, and an explanation of why

such material or information is necessary;4. A description of the Plan’s claims review procedure and the time limits applicable to such procedures, including a

statement of your right to bring a civil action under

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Section 502(a) of ERISA following a the exhaustion of the Plans’ administrative process;5. If a claim based on disability was denied in reliance upon an internal rule, guideline, protocol or other similar criterion,

the internal rule, guideline, protocol or other criteria will be described, or the notice will include a statement that a copyof such rule, guideline, protocol or other criteria will be provided free of charge upon request; and,

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

Appeal of Claim Denial

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

1. Not afford deference to the initial adverse benefit determination,2. Provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection

with the appeal, if applicable3. Be conducted by someone that did not take part in the adverse determination under appeal and is not a subordinate of someone

who did.

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

Timing of Decision on Appeal

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

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Notice of Benefit Determination on Review of an Appeal

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

1. The specific reason or reasons for the denial;2. The specific Plan provision(s) on which the decision is based;3. A statement that the Employee is entitled to receive upon request and free of charge, reasonable access to, and copies of, all

documents, records and other information relevant to his or her claim for benefits;4. If a claim based on disability was denied in reliance upon an internal rule, guideline, protocol or other similar criterion, the

internal rule guideline, protocol or other criteria will be described, or the notice will include a statement that a copy of such rule,guideline, protocol or other criteria will be provided free of charge upon request; and

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

Discretionary Authority to Decide Claims and Appeals

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

Right to File a Lawsuit under ERISA

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

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Exhibit 10.2

IR EXECUTIVE DEFERRED COMPENSATION PLAN II

[Amended and Restated as of January 1, 2017]

TABLE OF CONTENTS

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

SECTION 2 - DEFINITIONS

2.1 Account Balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 22.2 Administrative Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .22.3 Base Salary. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .22.4 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . 22.5 Beneficiary Designation Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 22.6 Cash Incentive Compensation Award. . . . . . . . . . . . . . . . . . . . . . . . . 22.7 Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .22.8 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 22.9 Compensation Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 22.10 Deferral Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .32.11 Deferral Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .32.12 Disability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .32.13 Discretionary Company Contribution . . . . . . . . . . . . . . . . . . . . . . . . .32.14 Discretionary Company Contribution Account. . . . . . . . . . . . . . . . . .32.15 Dividends on Stock Grants. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .32.16 Elected Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . 32.17 Election Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .42.18 Eligible Employee. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 42.19 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . 42.20 Investment Option Subaccounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .42.21 IR Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .42.22 IR Stock Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .42.23 Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . 42.24 Participating Employer. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 42.25 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 42.26 Retirement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .42.27 Return. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . 52.28 Separation from Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 52.29 Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .52.30 Stock Based Awards. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . 52.31 Stock Grant. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . 52.32 Supplemental Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 52.33 Supplemental Contribution Account. . . . . . . . . . . . . . . . . . . . . . . . . .52.34 Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .52.35 Unforeseeable Financial Emergency. . . . . . . . . . . . . . . . . . . . . . . . . 6

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

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SECTION 4 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

4.1 Participation and Deferral Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . .64.2 Investment Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 84.3 Duration of Elections. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 9

SECTION 5 - VESTING

5.1 Deferral Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .105.2 Supplemental Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .105.3 Discretionary Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .10

SECTION 6 - ACCOUNTS AND VALUATIONS

6.1 Deferral Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . 106.2 Supplemental Contribution Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . .116.3 Discretionary Contribution Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . .126.4 IR Stock Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .136.5 Changes in Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 146.6 Accounts are Bookkeeping Entries. . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

SECTION 7 - DISTRIBUTION OF ACCOUNTS

7.1 Separation from Service with Five Years of Service, etc.. . . . . . . . . . .. . . . .147.2 Scheduled Distributions Prior to Separation from Service. . . . . . .. . . . . . . .167.3 Separation from Service Prior to Completing Five (5) Years of Service. . . .177.4 Unforeseeable Financial Emergency Distribution. . . . . . . . . . . . . . . . . . . . .177.5 Required Delay in Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .177.6 Prohibition of Accelerations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .187.7 Medium of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . 187.8 Taxes; Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .187.9 Distribution Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .187.10 Treatment of Installments; Date of Distribution. . . . . . . . . . . . . . . . . . . . . . 187.11 Timing of Initial Election Forms. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 197.12 Distribution of Certain Multi-Year Compensation. . . . . . . . . . . . . . . . . . . .. 19

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

SECTION 9 - AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .209.2 Termination of Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 20

SECTION 10 - MISCELLANEOUS

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10.1 Unsecured General Creditor. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 2110.2 Entire Agreement; Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2110.3 Non-Assignability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 2110.4 No Contract of Employment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 2110.5 Authorization and Source of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 2110.6 Singular and Plural. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .2210.7 Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . 2210.8 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . 2210.9 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .2210.10 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . ..22

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

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

SECTION 1

STATEMENT OF PURPOSE

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

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

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

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

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SECTION 2

DEFINITIONS

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

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

2.3 “Base Salary” means a Participant’s annual base salary, excluding bonuses, commissions, incentive compensationand all other remuneration for services rendered to the Company or a Participating Employer and prior to a reductionfor any salary contributions to a plan established pursuant to Code Section 125 or qualified pursuant to Code Section401(k).

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

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

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

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

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

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

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

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

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

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

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

2.15 “Dividends on Stock Grants” means the dividends on deferred vested Stock Grants payable to a Participantpursuant to the Ingersoll-Rand Company Incentive Stock Plan of 1995 or the Ingersoll-Rand Company IncentiveStock Plan of 1998 or any successor plan thereto. Notwithstanding the foregoing, effective August 2, 2006, noadditional Dividends on Stock Grants shall be credited under the Plan with respect to any Participant.

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

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

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

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

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

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

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

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

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

2.25 “Plan Year” means a calendar year.

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

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with at least five (5) years of Service.

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

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

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

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

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

2.32 “Supplemental Contribution” means an additional amount to be credited to a Participant’s SupplementalContribution Account equal to twenty percent (20%) of the Participant’s Cash Incentive Compensation Award that isdeferred under Section 6.1 of the Plan for a Plan Year by the Participant and is, at the time of making the deferralelection, elected to be invested in the Participant’s IR Stock Account. Supplemental Contributions shall be availableand credited only to Participants whose job category indicates specified ownership guidelines as determined by theCompensation Committee in its sole and absolute discretion. Notwithstanding the foregoing, effective August 2,2006, no additional Supplemental Contributions shall be credited under the Plan with respect to any Participant.

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

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

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

SECTION 3

ADMINISTRATION OF THE PLAN

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

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

SECTION 4

PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION

4.1 Participation and Deferral Election . Any Eligible Employee may elect to participate in the Plan for a given PlanYear by filing a completed Election Form for the Plan Year in the manner prescribed by the AdministrativeCommittee. The Election Form must specify the percentage or dollar amount of any Deferral Amount otherwisepayable for or during such Plan Year that will be deferred under the Plan.

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

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

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

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

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

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

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

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

If the Administrative Committee determines in good faith that a Participant no longer qualifies as a member of aselect group of management or highly compensated employees, as membership in such group is determined inaccordance with ERISA Sections 201(2), 301(a)(3) and 401(a)(1), the Participant shall not be permitted to make anyfuture deferral election under this Section 4.1 for any future Plan Year.

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

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

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In making the designations pursuant to this Section, the Participant may specify that all or any portion of the Participant’s DeferralAmount and, subject to Section 6.3, Discretionary Company Contributions be deemed to be invested, in whole percentageincrements, in one or more of the types of investment options provided under the Plan as communicated from time to time by theAdministrative Committee. Subject to Section 6.4, a Participant may change the designation made under this Section with respect toprior and/or future Deferral Amounts and/or, subject to Section 6.3, prior and/or future Discretionary Company Contributions byfiling an Election Form no later than the time specified by the Administrative Committee, in its sole and absolute discretion, to beeffective as of the first business day of the following month. Subject to Section 6.4, effective January 1, 2017, a Participant maychange the designation made under this Section with respect to prior and/or future Deferral Amounts and/or subject to Section 6.3,prior Discretionary Company Contributions to be effective as of the next business day, provided the change is received by the Plan’srecord keeper no later than close of the stock market (typically 4 p.m. eastern standard time). Changes received after close of thestock market shall be effective on the second business day after receipt.

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

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

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

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SECTION 5

VESTING

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

5.2. Supplemental Contributions . A Participant shall vest in his or her Supplemental Contribution Account on theearliest of: (i) the fifth anniversary of the date the Supplemental Contribution is credited to the Participant'sSupplemental Contribution Account; (ii) the date of the Participant's Retirement; (iii) the Participant’s Disability; (iv)the Participant's death; (v) a Change in Control; or (vi) a termination of the Plan pursuant to Section 9.2.Notwithstanding the foregoing, effective August 2, 2006, a Participant shall be fully vested in his or her SupplementalContribution Account.

5.3. Discretionary Contributions. A Participant shall vest in his or her Discretionary Company Contribution Account onthe earliest of: (i) the date determined by the Administrative Committee; (ii) the date of the Participant’s Disability;(iii) the date of the Participant’s death; (iv) a Change in Control; or (v) a termination of the Plan pursuant to Section9.2. Notwithstanding the above, to the extent an agreement between the Company and the Participant containsprovisions governing vesting with regards to a Discretionary Company Contribution made on behalf of theParticipant, the terms of such agreement shall apply.

SECTION 6

ACCOUNTS AND VALUATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b) All Deferral Amounts and Discretionary Company Contributions deemed to be invested in IR Stock inaccordance with the Participant’s Election Form or, with respect to Discretionary Company Contributions asdirected by the Administrative Committee, shall be credited to a Participant's IR Stock Account in units orfractional units. The value of each unit shall be determined each business day and shall equal the closing priceof one share of IR Stock on the New York Stock Exchange-Composite Tape. On each date that DeferralAmounts and/or Discretionary Company Contributions are credited to the Participant's IR Stock Account, thenumber of units to be credited shall be determined by dividing the amount of such Deferral Amounts and/orDiscretionary Company Contributions by the value of a unit on such date.

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

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

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

SECTION 7

DISTRIBUTION OF ACCOUNTS

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

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

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

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

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

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

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

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

15

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

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

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

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

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

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

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

7.3 Separation from Service Prior to Completing Five (5) Years of Service . Except as otherwise provided in Section7.5, if a Participant has a Separation from Service other than by reason of Retirement, Disability or death prior to hisor her completing five (5) years of Service, the vested portion of the Participant’s Account Balances, if any, shall bedistributed in a lump sum in the Plan Year following the Participant's Separation from Service. If a Participant has aSeparation from Service other than by reason of Retirement, Disability or death prior to his or her completing five (5)years of Service while receiving annual installments pursuant to Section 7.2, such annual installments shall continueto be paid to the Participant (and after his or her death to his or her Beneficiary) in the same manner as if theParticipant had not Separated from Service prior to completing five (5) years of Service.

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

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

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

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

7.6 Prohibition of Accelerations. Except to the extent that the Company is permitted under Code Section 409A(a)(3) toexercise discretion to accelerate distributions under the Plan, the time or schedule of any distribution hereunder shallnot be accelerated.

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

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

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

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

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

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

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

SECTION 8

BENEFICIARY DESIGNATION

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

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

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

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

SECTION 9

AMENDMENT AND TERMINATION OF PLAN

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

9.2 Termination of Plan.

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

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

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SECTION 10

MISCELLANEOUS

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

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

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

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

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

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

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

10.7 Captions . The captions to the articles, sections, and paragraphs of the Plan are for convenience only and shall notcontrol or affect the meaning or construction of any of its provisions.

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

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

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

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

INGERSOLL-RAND COMPANY

By: _/s/ Jeffrey A. Blair_________Jeffrey A. BlairVice President - Total Rewards

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APPENDIX A

Claim Procedures

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

Timing of Claim Decision

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

Notice of Claim Denial

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

1. The specific reason(s) for the denial;2. Specific reference(s) to pertinent Plan provisions upon which the denial is based;3. A description of any additional material or information necessary for you to perfect the claim, and an explanation of why

such material or information is necessary;4. A description of the Plan’s claims review procedure and the time limits applicable to such procedures, including a

statement of your right to bring a civil action under Section 502(a) of ERISA following a the exhaustion of the Plans’administrative process;

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

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

Appeal of Claim Denial

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

1. Not afford deference to the initial adverse benefit determination,2. Provide for the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection

with the appeal, if applicable3. Be conducted by someone that did not take part in the adverse determination under appeal and is not a subordinate of someone

who did.

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

Timing of Decision on Appeal

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

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Notice of Benefit Determination on Review of an Appeal

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

1. The specific reason or reasons for the denial;2. The specific Plan provision(s) on which the decision is based;3. A statement that the Employee is entitled to receive upon request and free of charge, reasonable access to, and copies of, all

documents, records and other information relevant to his or her claim for benefits;4. If a claim based on disability was denied in reliance upon an internal rule, guideline, protocol or other similar criterion, the

internal rule guideline, protocol or other criteria will be described, or the notice will include a statement that a copy of such rule,guideline, protocol or other criteria will be provided free of charge upon request; and

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

Discretionary Authority to Decide Claims and Appeals

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

Right to File a Lawsuit Under ERISA

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

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Exhibit 31.1

CERTIFICATION

I, Michael W. Lamach, certify that:1. I have reviewed the Quarterly Report on Form 10-Q of Ingersoll-Rand plc for the three and six months ended June 30, 2017 ;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements

made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial

condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act

Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.

Date: July 26, 2017 /s/ M ICHAEL W. L AMACH

Michael W. Lamach Principal Executive Officer

Exhibit 31.2

CERTIFICATION

I, Susan K. Carter, certify that:1. I have reviewed the Quarterly Report on Form 10-Q of Ingersoll-Rand plc for the three and six months ended June 30, 2017 ;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements

made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial

condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act

Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.

Date: July 26, 2017 /s/ S USAN K. C ARTER

Susan K. Carter Principal Financial Officer

Exhibit 32

Section 1350 CertificationsPursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

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

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

/s/ M ICHAEL W. L AMACH

Michael W. LamachPrincipal Executive OfficerJuly 26, 2017

/s/ S USAN K. C ARTER

Susan K. CarterPrincipal Financial OfficerJuly 26, 2017

Documents

INGERSOLL-RAND PUBLIC LIMITED COMPANYd18rn0p25nwr6d.cloudfront.net/CIK-0001466258/ab4416eb-a...Earnings (loss) per share attributable to Ingersoll-Rand plc ordinary shareholders: Basic: