Guarantor Financial Information | 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 other 100% directly or indirectly owned subsidiaries. The following condensed consolidating financial information is provided so that separate financial statements of these 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 March 31, 2017 : Parent, issuer or guarantors Notes issued Notes guaranteed (1) Ingersoll-Rand plc (Plc) None All registered notes and debentures Ingersoll-Rand Irish Holdings Unlimited Company (Irish Holdings) None All notes issued by Global Holding and Lux Finance (2) Ingersoll-Rand Lux International Holding Company S.à.r.l. (Lux International) None All notes issued by Global Holding and Lux Finance Ingersoll-Rand Global Holding Company Limited (Global Holding) 6.875% Senior notes due 2018 2.875% Senior notes due 2019 4.250% Senior notes due 2023 5.750% Senior notes due 2043 All notes issued by Lux Finance Ingersoll-Rand Company (New Jersey) 9.000% Debentures due 2021 7.200% Debentures due 2018-2025 6.48% Debentures due 2025 Puttable debentures due 2027-2028 All notes issued by Global and Lux Finance Ingersoll-Rand Luxembourg Finance S.A. (Lux Finance) 2.625% Notes due 2020 3.55% Notes due 2024 4.650% Notes due 2044 All notes and debentures issued by Global and New 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 on a 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 in debt 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 a legal entity basis. The financial information for all periods has been presented based on the Company’s legal entity ownerships and guarantees outstanding at March 31, 2017 . Assets and liabilities are attributed to each issuer and guarantor generally based on legal entity ownership. Investments in subsidiaries of the Parent Company, subsidiary guarantors and issuers represent the proportionate share of their subsidiaries’ net assets. Certain adjustments are needed to consolidate the Parent 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 reporting requirements for subsidiary issuers and guarantors, and is not intended to present the Company’s financial position or results of operations or cash flows for any other purpose. Revisions of prior year financial information to reflect changes in guarantor subsidiaries The Condensed Consolidated Financial Statements for the three months ended March 31, 2016 were revised for the following changes in the composition of issuer and guarantor subsidiaries that occurred during 2016: • Irish Holdings was added as a guarantor of all notes and debentures issued by Global Holding and Lux Finance; • Ingersoll-Rand International Holding Limited (International Holding), previously a guarantor, transferred all of its remaining assets, including ownership of Lux International, to Irish Holdings and was dissolved; • An intercompany loan of $19.5 billion was made from Irish Holdings to Lux International, effectively replacing the $19.5 billion intercompany loan made from International Holding to Lux International; • Through a series of internal refinancing transactions, this $19.5 billion intercompany loan was subsequently reduced to $6.4 billion owed by Lux International with a remaining $6.2 billion owed by a Luxembourg subsidiary of Lux International to Irish Holdings; and, • As a result of internal transactions, Lux Finance’s indirect minority interest in various non-U.S. finance and operating subsidiaries was converted into an indirect wholly-owned interest in various non-U.S. operating subsidiaries. These transactions had no impact on the composition of the Company’s consolidated group and had no effect on the Consolidated Financial Statements for any period. Condensed Consolidating Statement of Comprehensive Income For the three months ended March 31, 2017 In millions Plc Irish Lux International Global New Lux Other Consolidating Net revenues $ — $ — $ — $ — $ 316.3 $ — $ 2,777.8 $ (93.5 ) $ 3,000.6 Cost of goods sold — — — — (234.6 ) — (1,985.0 ) 93.5 (2,126.1 ) Selling and administrative expenses (2.3 ) — — (0.9 ) (121.3 ) (0.1 ) (534.9 ) — (659.5 ) Operating income (loss) (2.3 ) — — (0.9 ) (39.6 ) (0.1 ) 257.9 — 215.0 Equity earnings (loss) in subsidiaries, net of tax 124.9 117.4 93.9 23.0 107.1 6.0 — (472.3 ) — Interest expense — — — (31.7 ) (11.9 ) (10.3 ) (0.1 ) — (54.0 ) Intercompany interest and fees (5.8 ) — (13.5 ) (42.7 ) (74.2 ) (1.9 ) 138.1 — — Other income/(expense), net — — — — (2.7 ) — (2.0 ) — (4.7 ) Earnings (loss) before income taxes 116.8 117.4 80.4 (52.3 ) (21.3 ) (6.3 ) 393.9 (472.3 ) 156.3 Benefit (provision) for income taxes 0.3 — — 27.4 50.0 — (106.4 ) — (28.7 ) Earnings (loss) from continuing operations 117.1 117.4 80.4 (24.9 ) 28.7 (6.3 ) 287.5 (472.3 ) 127.6 Discontinued operations, net of tax — — — — (5.8 ) — (0.7 ) — (6.5 ) Net earnings (loss) 117.1 117.4 80.4 (24.9 ) 22.9 (6.3 ) 286.8 (472.3 ) 121.1 Less: Net earnings attributable to noncontrolling interests — — — — — — (4.0 ) — (4.0 ) Net earnings (loss) attributable to Ingersoll-Rand plc $ 117.1 $ 117.4 $ 80.4 $ (24.9 ) $ 22.9 $ (6.3 ) $ 282.8 $ (472.3 ) $ 117.1 Other comprehensive income (loss), net of tax 120.6 120.3 114.9 78.0 77.9 36.1 118.1 (545.3 ) 120.6 Comprehensive income (loss) attributable to Ingersoll-Rand plc $ 237.7 $ 237.7 $ 195.3 $ 53.1 $ 100.8 $ 29.8 $ 400.9 $ (1,017.6 ) $ 237.7 Condensed Consolidating Statement of Comprehensive Income For the three months ended March 31, 2016 in millions Plc Irish Lux International Global New Lux Other Consolidating Net revenues $ — $ — $ — $ — $ 316.5 $ — $ 2,666.8 $ (89.2 ) $ 2,894.1 Cost of goods sold — — — — (242.1 ) — (1,888.3 ) 89.2 (2,041.2 ) Selling and administrative expenses (1.5 ) — — — (132.6 ) (0.2 ) (493.2 ) — (627.5 ) Operating income (loss) (1.5 ) — — — (58.2 ) (0.2 ) 285.3 — 225.4 Equity earnings (loss) in subsidiaries, net of tax 167.6 157.8 134.9 40.8 106.2 121.6 — (728.9 ) — Interest expense — — — (31.9 ) (12.1 ) (11.2 ) (1.5 ) — (56.7 ) Intercompany interest and fees (14.0 ) — (10.1 ) (36.9 ) (71.6 ) (1.3 ) 133.9 — — Other income/(expense), net 0.1 — — — (1.6 ) — 3.4 — 1.9 Earnings (loss) before income taxes 152.2 157.8 124.8 (28.0 ) (37.3 ) 108.9 421.1 (728.9 ) 170.6 Benefit (provision) for income taxes 0.2 0.2 — 25.0 53.0 — (120.3 ) — (41.9 ) Earnings (loss) from continuing operations 152.4 158.0 124.8 (3.0 ) 15.7 108.9 300.8 (728.9 ) 128.7 Discontinued operations, net of tax — — — — 25.1 — 1.8 — 26.9 Net earnings (loss) 152.4 158.0 124.8 (3.0 ) 40.8 108.9 302.6 (728.9 ) 155.6 Less: Net earnings attributable to noncontrolling interests — — — — — — (3.2 ) — (3.2 ) Net earnings (loss) attributable to Ingersoll-Rand plc $ 152.4 $ 158.0 $ 124.8 $ (3.0 ) $ 40.8 $ 108.9 $ 299.4 $ (728.9 ) $ 152.4 Other comprehensive income (loss), net of tax 142.0 141.5 125.4 55.8 55.7 29.2 192.6 (600.2 ) 142.0 Comprehensive income (loss) attributable to Ingersoll-Rand plc $ 294.4 $ 299.5 $ 250.2 $ 52.8 $ 96.5 $ 138.1 $ 492.0 $ (1,329.1 ) $ 294.4 Condensed Consolidating Balance Sheet March 31, 2017 In millions Plc Irish Lux International Global New Lux Other Consolidating ASSETS Current assets: Cash and cash equivalents $ 0.1 $ — $ — $ — $ 563.9 $ — $ 758.5 $ — $ 1,322.5 Accounts and notes receivable, net — — — — 150.4 — 2,049.0 — 2,199.4 Inventories, net — — — — 162.1 — 1,437.6 — 1,599.7 Other current assets 0.4 — 5.3 0.8 102.2 — 189.6 (5.9 ) 292.4 Intercompany receivables 70.4 — 5.8 199.6 504.0 — 11,082.1 (11,861.9 ) — Total current assets 70.9 — 11.1 200.4 1,482.6 — 15,516.8 (11,867.8 ) 5,414.0 Property, plant and equipment, net — — — — 442.5 — 1,055.2 — 1,497.7 Goodwill and other intangible assets, net — — — — 412.7 — 9,039.4 — 9,452.1 Other noncurrent assets 0.2 — — 304.9 718.3 — 623.7 (751.4 ) 895.7 Investments in consolidated subsidiaries 7,792.7 1,582.8 2,241.5 7,298.4 15,425.8 1,109.3 — (35,450.5 ) — Intercompany notes receivable — 12,560.2 — — — — 3,851.8 (16,412.0 ) — Total assets $ 7,863.8 $ 14,143.0 $ 2,252.6 $ 7,803.7 $ 18,481.9 $ 1,109.3 $ 30,086.9 $ (64,481.7 ) $ 17,259.5 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 6.9 $ — $ 0.2 $ 35.8 $ 515.8 $ 16.9 $ 2,603.1 $ (5.9 ) $ 3,172.8 Short-term borrowings and current maturities of long-term debt — — — — 350.4 — 10.9 — 361.3 Intercompany payables 1,273.1 — 2,260.5 1,071.5 6,701.9 477.2 77.8 (11,862.0 ) — Total current liabilities 1,280.0 — 2,260.7 1,107.3 7,568.1 494.1 2,691.8 (11,867.9 ) 3,534.1 Long-term debt — — — 2,287.7 334.2 1,088.6 0.6 — 3,711.1 Other noncurrent liabilities — — — 20.6 1,256.5 — 2,834.7 (751.4 ) 3,360.4 Intercompany notes payable — — 6,376.3 1,817.2 2,034.6 — 6,183.9 (16,412.0 ) — Total liabilities 1,280.0 — 8,637.0 5,232.8 11,193.4 1,582.7 11,711.0 (29,031.3 ) 10,605.6 Equity: Total equity 6,583.8 14,143.0 (6,384.4 ) 2,570.9 7,288.5 (473.4 ) 18,375.9 (35,450.4 ) 6,653.9 Total liabilities and equity $ 7,863.8 $ 14,143.0 $ 2,252.6 $ 7,803.7 $ 18,481.9 $ 1,109.3 $ 30,086.9 $ (64,481.7 ) $ 17,259.5 Condensed Consolidating Balance Sheet December 31, 2016 In millions Plc Irish Lux International Global New Lux Other Consolidating 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 ) 3,229.5 Short-term borrowings and current maturities of long-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 Condensed Consolidating Statement of Cash Flows For the three months ended March 31, 2017 in millions Plc Irish Lux International Global New Lux Other Consolidating CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) continuing operating activities $ 21.6 $ — $ — $ (72.6 ) $ 27.3 $ — $ (9.6 ) $ — $ (33.3 ) Net cash provided by (used in) discontinued operating activities — — — — (17.8 ) — 7.7 — (10.1 ) Net cash provided by (used in) operating activities 21.6 — — (72.6 ) 9.5 — (1.9 ) — (43.4 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — — — (10.5 ) — (24.7 ) — (35.2 ) Acquisition of businesses, net of cash acquired — — — — — — (9.8 ) — (9.8 ) Proceeds from sale of property, plant and equipment — — — — — — 0.4 — 0.4 Intercompany investing activities, net — — 1,153.2 72.8 — 11.6 919.7 (2,157.3 ) — Net cash provided by (used in) investing activities — — 1,153.2 72.8 (10.5 ) 11.6 885.6 (2,157.3 ) (44.6 ) CASH FLOWS FROM FINANCING ACTIVITIES: Debt issuance costs — — — (0.2 ) — — — — (0.2 ) Dividends paid to ordinary shareholders (102.7 ) — — — — — — — (102.7 ) Dividends paid to noncontrolling interests — — — — — — (6.9 ) — (6.9 ) Repurchase of ordinary shares (250.1 ) — — — — — — — (250.1 ) Other financing activities, net 16.6 — — — — — 1.8 — 18.4 Intercompany financing activities, net 314.7 — (1,153.2 ) — (69.7 ) (11.6 ) (1,237.5 ) 2,157.3 — Net cash provided by (used in) financing activities (21.5 ) — (1,153.2 ) (0.2 ) (69.7 ) (11.6 ) (1,242.6 ) 2,157.3 (341.5 ) Effect of exchange rate changes on cash and cash equivalents — — — — — — 37.3 — 37.3 Net increase (decrease) in cash and cash equivalents 0.1 — — — (70.7 ) — (321.6 ) — (392.2 ) Cash and cash equivalents - beginning of period — — — — 634.6 — 1,080.1 — 1,714.7 Cash and cash equivalents - end of period $ 0.1 $ — $ — $ — $ 563.9 $ — $ 758.5 $ — $ 1,322.5 Condensed Consolidating Statement of Cash Flows For the three months ended March 31, 2016 in millions Plc Irish Lux International Global New Lux Other Consolidating CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) continuing operating activities $ 17.3 $ — $ (0.1 ) $ (67.6 ) $ (11.7 ) $ (1.0 ) $ 60.3 $ 1.9 $ (0.9 ) Net cash provided by (used in) discontinued operating activities — — — — (4.7 ) — — (2.0 ) (6.7 ) Net cash provided by (used in) operating activities 17.3 — (0.1 ) (67.6 ) (16.4 ) (1.0 ) 60.3 (0.1 ) (7.6 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — — — (18.2 ) — (21.9 ) — (40.1 ) Intercompany investing activities, net — — (3.3 ) (381.5 ) 65.7 — (485.6 ) 804.7 — Net cash provided by (used in) investing activities — — (3.3 ) (381.5 ) 47.5 — (507.5 ) 804.7 (40.1 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds (repayments) in debt — — — — — 254.0 — — 254.0 Debt issuance costs — — — (2.1 ) — — — — (2.1 ) Dividends paid to ordinary shareholders (82.2 ) — — — — — — — (82.2 ) Dividends paid to noncontrolling interests — — — — — — (6.7 ) — (6.7 ) Repurchase of ordinary shares (250.1 ) — — — — — — — (250.1 ) Other financing activities, net (11.1 ) — — — — — — — (11.1 ) Intercompany financing activities, net 326.1 — 3.4 440.2 (31.1 ) (253.0 ) 319.0 (804.6 ) — Net cash provided by (used in) financing activities (17.3 ) — 3.4 438.1 (31.1 ) 1.0 312.3 (804.6 ) (98.2 ) Effect of exchange rate changes on cash and cash equivalents — — — — — — 22.0 — 22.0 Net increase (decrease) in cash and cash equivalents — — — (11.0 ) — — (112.9 ) — (123.9 ) Cash and cash equivalents - beginning of period — — — 11.4 — 0.1 725.3 — 736.8 Cash and cash equivalents - end of period $ — $ — $ — $ 0.4 $ — $ 0.1 $ 612.4 $ — $ 612.9 |