CORPORATE INFORMATION
Annual Meeting
Ingersoll Rand’s 2023 annual meeting of stockholders will
be held virtually on June 15, 2023, at 10:30 a.m. Eastern
time. Please go to investors.irco.com for more information.
Transfer Agent/Stockholder Services
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
(800) 937-5449 or (718) 921-8124
www.astfinancial.com
Listing of Common Stock
New York Stock Exchange; Symbol – IR
Form 10-K Report/Stockholder Information
A copy of Ingersoll Rand’s 2022 Annual Report on
Form 10-K (without exhibits) as filed with the Securities
and Exchange Commission is included in this report.
Stockholder information, including news releases,
presentations, webcasts and SEC filings is available on
Ingersoll Rand’s website: www.irco.com.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Trademarks appearing in this document are the property
Trademarks
of their respective owners.
© 2023 Ingersoll Rand Inc.
All rights reserved.
Corporate Headquarters
Ingersoll Rand Inc.
525 Harbour Place Drive, #600
Davidson, NC 28036-7444
www.irco.com
Fueling Our Performance;
Powering Our Purpose.
2022 ANNUAL REPORT
VALUES
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GIC FOCU
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We think and act like o w n e r
s
Ingersoll Rand
Execution Excellence
OUR PURPOSE AND VALUES | 2ECONOMIC GROWTH ENGINE | 3LETTER TO SHAREHOLDERS | 4INDUSTRIAL TECHNOLOGIES & SERVICES | 6PRECISION & SCIENCE TECHNOLOGIES | 7STRATEGY IN ACTION | 8DIRECTORS AND LEADERSHIP | 11RECONCILIATION OF GAAP MEASURES TO NON-U.S. GAAP MEASURES | ANNEX ACORPORATE INFORMATION | BACK COVERIngersoll Rand Inc. (NYSE: IR), driven by an entrepreneurial spirit and ownership mindset, is dedicated to helping make life better for our employees, customers and communities. Customers lean on us for our technology-driven excellence in mission-critical flow creation and industrial solutions across 50+ respected brands where our products and services excel in the most complex and harsh conditions. Our employees develop customers for life through their daily commitment to expertise, productivity and efficiency.For more information, visit www.irco.com. 2 ANNUAL REPORT 2022
OUR PURPOSE:
Lean on Us to Help You Make Life Better
is deeply embedded in all that we do.
We wake up each and every day with
the goal of making life better for
our employees, our customers,
our shareholders and our planet.
Making Life Better
For our
Employees
For our
Customers
For our
Shareholders
For our
Planet
PURPOSE AND VALUES Our Economic Growth Engine Continues to Deliver Compounding Annual Results
Megatrends
Sustainability
Digitization
Quality of Life
Organic
Growth
Enablers
Inorganic
Growth
Enablers
Quality of
Earnings
Demand
Generation
Product and
Service M&A
lloT
+
+
Target
2021
2022
Product
and Service
Innovation
Organic
Revenue Growth:1
mid-single digits
YoY IMPROVEMENT
12%
16%
Technology
Investments
Inorganic
Revenue Growth:
mid-single digits
IN YEAR GROWTH
4%
4%
ANNUALIZED GROWTH
5%
6%
Aftermarket
Price
i2V
Adj. EBITDA
Margin Expansion1
~100 bps/yr.
YoY IMPROVEMENT
160 bps
120 bps
x
g
sful
W e
VALUES
f o s ter inspired teams
D e ploy Talent
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Competitive Differentiators:
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GIC FOCU
• IRX
We think and act like o w n e r
• Our Employee Ownership Mindset
S
s
=
Premier Growth Compounder
Premier Growth Compounder
Double Digit
Earnings Growth
Double Digit Earnings Growth
High Teens Free Cash Flow Margin
High Teens
Free Cash Flow
IDMS2 PER WEEK
2021
~275
2022
~300
2021
2022
ADJ. EPS1 GROWTH
63%
13%
FCF MARGIN1,3
16%4
13%
1 Non-GAAP measure (definitions and/or reconciliations in Annex A). 2 IDM defined as Impact Daily Management. 3 Free cash flow margin
defined as Free Cash Flow/Revenue. 4 Based on Adjusted Free Cash Flow for 2021 (definitions and/or reconciliations in Annex A).
LETTER TO SHAREHOLDERSSTRATEGY IN ACTIONLEADERSHIPECONOMIC GROWTH ENGINESEGMENT OVERVIEW
4 ANNUAL REPORT 2022
ACHIEVING TARGETS
USING IRX
Dear Shareholders,
In 2022, we continued to leverage our
competitive differentiator—Ingersoll
Rand Execution Excellence (IRX)—to
fuel our performance and power our
purpose of making life better—for
our employees, our customers, our
shareholders and our planet. It was
an exciting year of record financial
performance for Ingersoll Rand.
In 2022, we delivered record revenue of $5,916M
and record Adjusted EBITDA of $1,435M, with
an Adjusted EBITDA margin of 24.3%, which is
120 basis points higher than the prior year.
We also achieved Free Cash Flow of $771M
with a Free Cash Flow margin of 13%.5
2022 Financial Highlights5
ownership, reinforced by our core values and
driven by IRX, creates a strong culture with
increased alignment to drive target achievement
and operational excellence.
As we reflect on how our core values supported
this year’s accomplishments, there are a few
notable highlights:
$5,916M
Record
Revenue
$1,435M
Record Adj.
EBITDA
24.3%
Adj. EBITDA
Margin
$771M
Free Cash
Flow
13%
Free Cash
Flow Margin
While these numbers alone are impressive,
we recognize these results were driven by the
efforts of our more than 17,000 employees and
their steadfast commitment to thinking and
acting like owners. Our broad-based employee
5 Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and
Free Cash Flow margin are non-GAAP measures. Please see Annex A
for definitions and reconciliations to respective GAAP measures.
We think and act like owners
We think and act like owners, because we are.
Importantly, we believe employee ownership
creates economic opportunity for our employees
and their families, while driving increased
employee engagement. We have awarded
approximately $275 million in equity to our
employees since 2017, which has increased in
value to nearly $590M in value as of March 31,
2023. We see the impact this has in our daily work,
as well as evidenced in our employee engagement
survey results that indicate increased year-over-
year satisfaction in Ingersoll Rand, while the
overall industry shows a decline. In addition,
our employees scored us above benchmark in
the employee engagement index, placing us in
the top 10 percent of manufacturing companies
in employee satisfaction. We are incredibly proud
of this metric, and we will tirelessly drive
continuous improvement.
PURPOSE AND VALUES DELIVERED VALUE TO SHAREHOLDERS
Shareholder Return6
$350
$300
$250
$200
$150
$100
$50
$0
5/12/17 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22
■ Ingersoll Rand ■ Russell 2000 ■ S&P 500 ■ S&P Industrials
6 For every $100 invested as measured from date of IPO.
We foster inspired teams
We nurture and celebrate a culture that
embraces diverse points of view, backgrounds
and experiences. In 2022, we expanded our
employee-led inclusion groups from three
to seven with each accelerating their efforts,
including an emphasis on the importance of
allyship, overcoming unconscious biases and
formalized plans to engage our hourly, frontline
workforce in our DE&I efforts.
We are bold in our aspirations while moving
forward with humility and integrity
Our employees continue to drive bold actions,
like the owners they are. With continued
COVID-19 lockdowns impacting operations in
China during the second quarter, our employees
volunteered to work a closed-loop production in
four plants, requiring on-site living arrangements
ranging from 30-74 days. This unmatched
commitment helped differentiate Ingersoll Rand
from its competitors and ensured critical needs
were met for local hospitals, our customers and
the communities in which we operate.
We are committed to making our
customers successful
We continue to align our portfolio to sustainable,
high-growth end markets supported by
megatrends. In 2022, we introduced our new
strategic imperative, Lead Sustainably, a two-
pronged approach that defines how we focus
on sustainability in both how we grow and
operate. We believe our commitment to being
a leader in sustainability delivers value for our
shareholders, makes Ingersoll Rand a supplier
of choice for its customers, creates a sense of
purpose and inspiration for our employees and
has a positive impact on the planet.
We continue to focus on sustainability
This year, we were also recognized for our
industry-leading sustainability efforts by being
named to both the Dow Jones Sustainability
World Index (DJSI World) and the Dow Jones
Sustainability North America Index (DJSI North
America). Inclusion on the DJSI demonstrates
our commitment to leading sustainably, and as
we continue to invest in these efforts, we are
honored to be recognized for our progress.
In the following pages of this report, you will
read—and undoubtedly feel—our pride and
have a deeper understanding of how IRX fuels
our performance and powers our purpose.
Thank you for your interest in our journey;
we hope you feel just as inspired and energized
as we do about our future.
Sincerely,
Vicente Reynal
Chairman and Chief Executive Officer
STRATEGY IN ACTIONLEADERSHIPSEGMENT OVERVIEWECONOMIC GROWTH ENGINELETTER TO SHAREHOLDERS
An Ingersoll Rand BusinessBroad range of compressor, vacuum and blower solutions as well as industrial technologies including power tools and lifting equipment.INDUSTRIAL TECHNOLOGIES & SERVICES RECENT ACQUISITIONSENT 61%AFTERMARKET 39% AMERICAS 47% EMEIA 31% APAC 22%EQUIPMENT 61%AFTERMARKET 39% AMERICAS 47% EMEIA 31% APAC 22%INDUSTRIAL TECHNOLOGIES & SERVICES REVENUE6 ANNUAL REPORT 2022TMTMTMTMTMRevenue $4,705MAdj. EBITDA 1,214MAdj. EBITDA Margin 25.8%KEY BRANDS INCLUDEPURPOSE AND VALUES PRECISION & SCIENCE TECHNOLOGIES REVENUERECENTACQUISITIONSEQUIPMENT 81%AMERICAS 48% EMEIA 36% APAC16%AFTERMARKET 19%PRECISION & SCIENCE TECHNOLOGIESRevenue $1,211MAdj. EBITDA $248MAdj. EBITDA Margin 28.7%KEY BRANDS INCLUDESEGMENT OVERVIEWSTRATEGY IN ACTIONLEADERSHIPHighly specialized fluid management solutions including precision liquid and gas pumps and niche compression technologies.ECONOMIC GROWTH ENGINELETTER TO SHAREHOLDERS 8 ANNUAL REPORT 2022
DEPLOY TALENT
In 2022, we launched our new Ownership
Works equity program that allows every one of
our employees to become an owner, whether
they join us as new hires or via acquisition.7
Since then we have made equity grants to
over 3,200 new employees. These new owners
are in addition to those employees who
became owners through our two landmark
all-employee equity grants at the time of
our initial public offering and the Merger.8
Incredibly, the value of the common stock
granted to employees through Ownership
Works and these landmark grants has
appreciated from $275 million to nearly $590M
in value as of March 31, 2023. We can see
the results of the power of ownership as our
employee engagement score has increased
each year since the Merger, including in 2022.
According to our engagement survey partner,
we now rank in the top 10% of manufacturing
organizations in the area of employee
satisfaction and continue to increase our score
in this area even while the industry average
score has declined.
Ingersoll Rand is committed to continuously
improving the development and engagement
of all employees in the company. We nurture
and celebrate a culture that embraces diverse
points of view, backgrounds and experiences.
Our workplace cultivates a sense of inclusion,
belonging and respect to develop the most
talented and capable employees.
In 2022, Ingersoll Rand expanded to seven
employee inclusion groups, four regional
groups in Europe and Asia Pacific and a DEI
council in Latin America, building stronger
global connections and advocating for a more
inclusive culture. These groups act as strategic
employee resources for talent management,
community influence, employee experience,
leadership development and mentoring.
PRIDE ALLIANCE
DISABILITY
INCLUSION GROUP
7 Employees must be full time and have one year of service to be eligible. Not available to employees where prohibited by local law or regulation or
where such grant is required to be bargained for with an employee union unless such grant is agreed to as part of such bargaining. 8 On February
29, 2020, Gardner Denver Holdings, Inc. closed on the acquisition of Ingersoll-Rand plc’s Industrial segment (the “Merger”) and changed its name to
Ingersoll Rand Inc.
PURPOSE AND VALUES ACCELERATE GROWTH
We continue to focus our product portfolio to capitalize on the global
megatrends of sustainability, digitization and quality of life. We leverage
our strategic organic growth enablers of demand generation, Industrial
Internet of Things (IIoT) and product and service innovation to accelerate
our organic growth.
Strategic Focus
Deploy Talent
Demand Generation, our internally developed comprehensive growth
engine, now produces four times the qualified leads compared to 2018.
Our opportunity to digitally connect with our global installed base also
accelerated in 2022 with 19% of our revenue coming from IIoT-enabled
products, which already exceeded our 2023 goal. Our innovation
efforts and new product development are laser-focused on efficiency
and performance as well as new offerings for high-growth sustainable
end-markets. We expect these growth enablers will allow us to deliver
organic revenue growth of mid-single digits through 2025.
LEAD SUSTAINABLY
We introduced our new Lead Sustainably strategic imperative, changing
it from Operate Sustainably to reflect that sustainability for us is about
growth, efficiency and doing good for our planet. Sustainability is one
of the key megatrends that we believe will help drive our future growth
as (i) we supply our customers with the energy efficient products that
help them achieve their scope 1 and 2 greenhouse gas reduction goals
and (ii) focus our innovation efforts on high-growth sustainable end
markets. In addition, we have made great strides with respect to our own
operations and we are proud to have been named to the DJSI World
and North American indices in 2022. Our score of 81 on the S&P Global
Corporate Sustainability Assessment puts us at #1 in North America and
#4 in the world within the machinery and electrical industry and our score
on the S&P Global Corporate Sustainability Assessment places us in the
top decile of all global companies regardless of industry. The dramatic
improvement from being unranked to making the DJSI indices in just three
years was driven by our employees’ dedication to Making Life Better and
leveraging our IRX execution excellence model. This again demonstrates
how we can leverage the power of IRX to drive performance across a
multitude of different initiatives.
Dow Jones Sustainability Indices
Powered by the S&P Global CSA
2020/2021
Unranked
Current
#1 in NA and #4 Globally
in IEQ Machinery and
Electrical Industry
Accelerate Growth
Lead Sustainably
Expand Margins
Allocate Capital
Effectively
STRATEGY IN ACTIONLEADERSHIPSEGMENT OVERVIEWECONOMIC GROWTH ENGINELETTER TO SHAREHOLDERS 10 ANNUAL REPORT 2022
Strategy in Action Continued from Page 9
EXPAND MARGINS
For the second year in a row, the company delivered double-digit growth in both orders and revenue
on a year-over-year basis. In addition, Ingersoll Rand has improved Adjusted EBITDA margin 470 basis
points since 2019, including an improvement of 120 basis points in 2022.9
This average annual improvement of over 155 basis points exceeds our
long-term target10 of 100 bps of Adjusted EBITDA margin growth
each year. In addition, cost synergy delivery efforts relating
to the Merger have realized an aggregate of $265 million in
savings with an additional $35 million in run-rate savings
expected to occur in 2023. This performance already
exceeds the $250 million commitment we made at the
time of the Merger and positions us to meet or exceed the
increased $300 million synergy goal we introduced
in 2021.
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We leverage IRX to execute our goals, mitigate challenges
and ensure a high level of focus with bias for action.
More than 300 teams globally use the IRX Impact Daily
Management (IDM) tool, meeting weekly to accelerate the pace
at which they progress and ensure our high-performance culture
delivers strong execution. These efforts continue us on the path of
being a premier growth compounder that drives double-digit earnings growth.
d M
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GIC FOCU
S
ALLOCATE CAPITAL EFFECTIVELY
Ingersoll Rand continued to execute its comprehensive capital allocation strategy designed to drive
long-term value creation and compound stockholder returns. The foundation of this capital allocation
strategy remains mergers and acquisitions (M&A) and in 2022, Ingersoll Rand invested approximately
$800 million in 12 acquisitions, which we expect to generate more than $300 million in revenue in 2023.11
In addition, in 2022 Ingersoll Rand returned $294M to shareholders through $262M in share repurchases
and $32M in dividends. The company also continues to prudently manage its capital structure in
this rising interest rate environment by paying down $656 million in debt and executing a variety of
derivative instruments to better balance fixed/floating interest rate exposure and currency
mix of our debt. Supported through IRX, our effective capital allocation and commitment to M&A
enables us to continue to grow and enhance our portfolio in core products, close adjacencies, and
associated broader ecosystems.
9 Comparison to 2019 is based on Supplemental Adjusted Revenue and Supplemental Adjusted EBITDA, which are non-GAAP metrics described
in Annex A at the end of this document. 10 The company provided long-term targets on various financial metrics at its Investor Day presentation
held on November 18, 2021. 11 All metrics include the acquisition of SPX Flow’s Air Treatment business, which closed on January 3, 2023.
PURPOSE AND VALUES
Board of Directors
Vicente Reynal
Chairman, President and CEO, Ingersoll Rand
Kirk E. Arnold (2*, 4)
Former Chief Executive Officer, Data Intensity
William P. Donnelly, Lead Director (1, 3*)
Retired Executive Vice President,
Mettler-Toledo
Gary D. Forsee (1, 4)
Retired Chairman, President and Chief
Executive Officer, Sprint Nextel Corporation
and Former President of the University of
Missouri System
Jennifer Hartsock (1, 2)
Chief Information and Digital Officer, Cargill
Company Leadership
Vicente Reynal
Chairman, President and Chief
Executive Officer
Gary Gillespie
Senior Vice President and General Manager,
Industrial Technologies & Services, Americas
Dr. Christian Hansen
Vice President, Ingersoll Rand, Digital
Elizabeth Meloy Hepding
Senior Vice President, Strategy and
Corporate Development
Kate Keene
Senior Vice President, Human Resources,
Talent and Diversity, Equity and Inclusion
Vikram Kini
Senior Vice President, Chief Financial Officer
John Humphrey (1*, 4)
Retired Executive Vice President and Chief
Financial Officer, Roper Technologies
Anish Lalla
Vice President and General Manager,
Power Tools and Lifting Business
Marc E. Jones (2, 4*)
Chief Executive Officer and Chairman,
Aeris Communications, Inc.
Mark Stevenson (2, 3)
Retired Executive Vice President and
Chief Operating Officer,
Thermo Fisher Scientific Inc.
Michael Stubblefield (1)
President, CEO and Board Member,
Avantor, Inc.
Tony L. White (2, 3)
Retired Chairman, President and Chief
Executive Officer, Applied Biosystems Inc.
Committees of the Board:
(1) Audit
(2) Compensation
(3) Nominating and Corporate Governance
(4) Sustainability
*Denotes Chair
Arnold Li
Senior Vice President and General Manager,
Industrial Technologies & Services, Asia Pacific
and Global Air & Gas Solutions
Dr. Christopher Neubauer
Vice President of Global Sourcing
and Logistics
Andrew Schiesl
Senior Vice President, General Counsel,
Chief Compliance Officer and Secretary
Cesare Trabattoni
Vice President, Demand Generation,
Pricing and Commercial Excellence
Enrique Miñarro Viseras
Senior Vice President and General Manager,
Global Precision & Science Technologies
Michael Weatherred
Senior Vice President, IR Execution Excellence
(IRX) and Business Excellence
STRATEGY IN ACTIONLEADERSHIPSEGMENT OVERVIEWECONOMIC GROWTH ENGINELETTER TO SHAREHOLDERS [This page intentionally left blank]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
FORM 10-K
_______________________________________________________________________
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022, or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to_________
Commission File Number: 001-38095
_______________________________________________________________________
Ingersoll Rand Inc.
(Exact Name of Registrant as Specified in Its Charter)
_______________________________________________________________________
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
46-2393770
(I.R.S. Employer Identification No.)
525 Harbour Place Drive, Suite 600
Davidson, North Carolina 28036
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (704) 655-4000
_______________________________________________________________________
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.01 Par Value per share
Trading Symbol(s)
IR
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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
was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ 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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2022 was
approximately $16.9 billion based on the closing price of such common equity on the New York Stock Exchange on such date.
The registrant had outstanding 404,956,695 shares of Common Stock, par value $0.01 per share, as of February 17, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the registrant’s 2023 Annual Meeting of Stockholders are incorporated by reference in Part III of this
report.
Table of Contents
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Operations - For the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income - For the years ended December 31, 2022, 2021 and 2020
Consolidated Balance Sheets - As of December 31, 2022 and 2021
Consolidated Statements of Stockholders’ Equity - For the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Cash Flows - For the years ended December 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedule
Item 16. Form 10-K Summary
SIGNATURES
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PART I
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this Annual Report on Form 10-K (this “Form 10-K”) may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created
by those sections. All statements, other than statements of historical facts included in this Form 10-K, including statements
concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations,
financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as
“estimates,” “expects,” “contemplates,” “will,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,”
“should,” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-
looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and
various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs,
estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be
no assurance that management’s expectations, beliefs, estimates, and projections will result or be achieved and actual results
may vary materially from what is expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties, and other important factors, many of which are beyond our control, that could cause
our actual results to differ materially from the forward-looking statements contained in this Form 10-K. Such risks,
uncertainties and other important factors include, among others, the risks, uncertainties and factors set forth under “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this
Form 10-K. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to
time, and it is not possible for management to predict all risk factors and uncertainties. See “Item 1A. Risk Factors” for more
information.
ITEM 1. BUSINESS
Ingersoll Rand Inc. is a diversified, global provider of mission-critical flow creation products and industrial solutions. The
accompanying consolidated financial statements include the accounts of Ingersoll Rand Inc. and its majority-owned subsidiaries
(collectively referred to herein as “Ingersoll Rand,” “Company,” “we,” “us,” “our,” or “ourselves”).
Merger of Gardner Denver and Ingersoll Rand Industrial
On February 29, 2020, Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) completed the acquisition of
and merger with the Industrial business of Ingersoll-Rand plc (“Ingersoll Rand Industrial”) and changed its name from Gardner
Denver Holdings, Inc. to Ingersoll Rand Inc.
See Note 4 “Acquisitions” of Notes to Consolidated Financial Statements for additional information related to the Ingersoll
Rand Industrial transaction.
Our Company
We are a global market leader with a broad range of innovative and mission-critical air, fluid, energy and medical technologies,
providing services and solutions to increase industrial productivity and efficiency. We manufacture one of the broadest and
most complete ranges of compressor, pump, vacuum and blower products in our markets, which, when combined with our
global geographic footprint and application expertise, allows us to provide differentiated product and service offerings to our
customers. Our products are sold under more than 40 market-leading brands, including Ingersoll Rand and Gardner Denver,
which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency
and superior customer service. We are driven by an entrepreneurial spirit and ownership mindset, dedicated to helping make life
better for our employees, customers and communities.
These attributes, along with over 160 years of engineering heritage, generate strong brand loyalty for our products and foster
long-standing customer relationships, resulting in leading market positions within each of our operating segments. We have
sales in all major geographic markets and our diverse customer base utilizes our products across a wide array of end-markets,
including industrial manufacturing, energy, transportation, medical and laboratory sciences, food and beverage packaging and
chemical processing.
Our products and services are critical to the processes and systems in which they are utilized, which are often complex and the
cost of failure or downtime is high. However, our products typically represent only a small portion of the costs of the overall
systems or functions that they support. As a result, our customers place a high value on our application expertise, product
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reliability and the responsiveness of our service. To support our customers and market presence, we maintain significant global
scale with 66 key manufacturing facilities, approximately 38 complementary service and repair centers across six continents
and approximately 17,000 employees worldwide as of December 31, 2022.
The process-critical nature of our product applications, coupled with the standard wear and tear replacement cycles associated
with the usage of our products, generates opportunities to support customers with our broad portfolio of aftermarket parts,
consumables and services. Customers place a high value on minimizing any time their operations are offline. As a result, the
availability of replacement parts, consumables and our repair and support services are key components of our value proposition.
Our large installed base of products provides a recurring revenue stream through our aftermarket parts, consumables and
services offerings. As a result, our aftermarket revenue is significant, representing 35.2% of total Company revenue in 2022.
Our Segments
Industrial Technologies and Services
We design, manufacture, market and service a broad range of air and gas compression, vacuum and blower products, fluid
transfer equipment, loading systems, power tools and lifting equipment, including associated aftermarket parts, consumables
and services. We primarily sell under the Ingersoll Rand, Gardner Denver, Nash, CompAir, Elmo Rietschle, Robuschi, Emco
Wheaton and Runtech Systems brands. Our customers deploy our products across a wide array of technologies and applications
for use in diverse end-markets. Compressors are used to increase the pressure of air or gas, vacuum products are used to remove
air or gas in order to reduce the pressure below atmospheric levels, and blower products are used to produce a high volume of
air or gas at low pressure. Almost every manufacturing and industrial facility, and many service and process industry
applications, use air compression, vacuum and blower products in a variety of process-critical applications such as the operation
of pneumatic tools, pumps and motion control components, air and gas separation, vacuum packaging of food products and
aeration of waste water, among others. Our liquid ring vacuum pumps and compressors are used in many power generation,
mining, oil and gas refining and processing, chemical processing and general industrial applications including flare gas and
vapor recovery, geothermal gas removal, vacuum de-aeration, water extraction in mining and paper and chlorine compression in
petrochemical operations. Our engineered loading systems and fluid transfer equipment ensure the safe handling and transfer of
crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials. Our power tools and lifting equipment
portfolio includes electric and cordless fastening systems, pneumatic bolting tools, drilling and material removal tools, hoists,
winches and ergonomic handling devices. Typical applications for these products include the precision fastening of bolted
joints in the production, assembly and servicing of industrial machinery, on-highway and off-highway vehicles, aircraft,
electronics and other equipment.
Our compression products cover the full range of technologies, including rotary screw, reciprocating piston, scroll, rotary vane
and centrifugal compressors. Our vacuum products and blowers also cover the full technology spectrum; vacuum technologies
include side channel, liquid ring, claw vacuum, screw, turbo and rotary vane vacuum pumps among others, while blower
technologies include rotary lobe blowers, screw, claw and vane, side channel and radial blowers. Our liquid ring vacuum pumps
and compressors are highly-engineered products specifically designed for continuous duty in harsh environments to serve a
wide range of applications, including oil and gas refining and processing, mining, chemical processing and industrial
applications. In addition to our vacuum and blower technology, our engineered fluid loading and transfer equipment and
systems ensure the safe and efficient transportation and transfer of petroleum products as well as certain other liquid commodity
products in a wide range of industries.
We complement these products with a broad portfolio of service options tailored to customer needs and a complete range of
aftermarket parts, air treatment equipment, controls and other accessories delivered through our global network of
manufacturing and service locations and distributor partners. The breadth and depth of our product offering creates incremental
business opportunities by allowing us to cross-sell our full product portfolio and uniquely address customers’ needs in one
complete solution.
We sell our products through an integrated network of direct sales representatives and independent distributors, which is
strategically tailored to meet the dynamics of each target geography or end-market. Our large installed base also provides for a
significant stream of recurring aftermarket revenue. For example, the useful life of a compressor is, on average, between 10 and
12 years. However, a customer typically services the compressor at regular intervals, starting within the first two years of
purchase and continuing throughout the life of the product. The cumulative aftermarket revenue generated by a compressor over
the product’s life cycle will typically exceed its original sale price.
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Precision and Science Technologies
We design, manufacture and market a broad range of highly-specialized positive displacement pumps, fluid management
systems, accessories and aftermarket parts that provide liquid and gas dosing, transfer, dispensing, compression, sampling,
pressure management and flow control in specialized or critical applications. Our offerings cover a range of pump and flow
control technology types. This includes diaphragm pumps, piston pumps, water-powered pumps, peristaltic pumps, gear pumps,
vane pumps, progressive cavity pumps, syringe pumps, gas boosters, hydrogen compression systems, automated liquid handling
systems, odorant injection systems, controls, software and other related components and accessories. These offerings are sold
under brands that are highly recognized in their end markets including Air Dimensions, Albin, ARO, Dosatron, Haskel, LMI,
Maximus, Milton Roy, MP, Oberdorfer, Seepex, Thomas, Welch, Williams, YZ and Zinnser Analytic. Our customer base is
composed of a wide range of end users in markets including medical, life sciences, industrial manufacturing, water and waste
water, chemical processing, energy, food and beverage, agriculture and others. Our sales are realized primarily through a
combination of independent specialty and national distributors and relationships directly with original equipment manufacturers
(“OEM”), Engineering, Procurement and Construction (“EPC”) companies and end users.
Recent Developments
Recent Acquisitions
The Company continued its focus on generating inorganic growth through acquisitions that strengthen our position in core
product categories and broaden our exposure to high-growth, sustainable end markets. We completed or announced the
acquisition of several businesses during 2022, including the following:
•
•
•
In October 2022, we announced the acquisition of SPX FLOW's Air Treatment business in an all-cash transaction of
approximately $525 million. The Air Treatment business offerings include energy efficient compressed air dryers,
filters and other consumables that are highly complementary to Ingersoll Rand's core compressor equipment. This
acquisition was completed on January 3, 2023.
In November 2022, we completed the acquisition of Dosatron International L.L.C (“Dosatron International”), a leading
technology solutions provider of water powered dosing pumps and systems, for cash consideration of $89.5 million
and contingent consideration of up to $14.7 million.
In December 2022, we completed the acquisition Everest Blower Systems Private Limited (“Everest Group”), the
Indian market leader for customized blower and vacuum pump solutions, for $75.3 million aggregate cash
consideration and contingent consideration of $12.1 million.
Refer to Note 4 “Acquisitions” to our audited consolidated financial statements included elsewhere in this Form 10-K for
further discussion of these acquisitions.
Capital Allocation
Share Repurchases
We repurchased $261.1 million of our common stock during the year ended December 31, 2022 which consisted primarily of
repurchases under our share repurchase program of $257.3 million.
Debt Repayments
During the year ended December 31, 2022, we had principal payments on long-term debt of $655.6 million. The principal
payments include the repayment of the Euro Term Loan on June 30, 2022.
Dividends on Common Stock
The Company paid cash dividends on our common stock of $32.4 million during the year ended December 31, 2022.
Our Industries and Products
Industrial Technologies and Services
Our Industrial Technologies and Services segment designs, manufactures, markets and services a broad range of air
compression, vacuum and blower products across a wide array of technologies. Compression, vacuum and blower products are
used in a wide spectrum of applications in nearly all manufacturing and industrial facilities and many service and process
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industries in a variety of end-markets, including infrastructure, construction, transportation, food and beverage packaging and
chemical processing.
Compression Products
Sales to industrial end-markets include industrial air compression products, as well as associated aftermarket parts, consumables
and services. Industrial air compressors compress air to create pressure to power machinery, industrial tools, material handling
systems and automated equipment. Compressed air is also used in applications as diversified as snow making and fish farming,
on high-speed trains and in hospitals. Compressors can be either stationary or portable, depending on the requirements of the
application or customer.
We focus on five basic types of air compression technologies: rotary screw, reciprocating piston, scroll, rotary vane and
centrifugal compressors. Rotary screw compressors are a newer technology than reciprocating compressors and exhibit better
suitability for continuous processes due to a more compact size, less maintenance and better noise profile. We believe our
reciprocating piston compressors provide one of the broadest ranges of pressures in the market and are supported by increasing
demand across wide-ranging attractive end-markets. Scroll compressors are most commonly seen where less oil-free air is
needed, and is most commonly used in medical and food applications where the need for pure, clean and precise air is of great
importance. Rotary vane compressors feature high efficiency, compact compression technology and can be found throughout all
sectors of industry, including automotive, food and beverage, energy and manufacturing with specialized solutions within
transit, gas and snow making. Centrifugal compressors are most effective when in applications that demand larger quantities of
oil-free air and are utilized across a wide range of industries.
Vacuum Products
Industrial vacuum products are integral to manufacturing processes in applications for packaging, pneumatic conveying, drying,
holding / lifting, distillation, evacuation, forming / pressing, removal and coating. Within each of these processes are a
multitude of sub-applications. As an example of one such end-process, within packaging, a vacuum will be used on blister
packaging, foil handling, labeling, carton erection, stacking and palletizing (placing, stacking or transporting goods on pallets),
as well as central vacuum supply for entire packaging departments.
We focus on five basic types of vacuum technologies: side channel, liquid ring, claw vacuum, screw and rotary vane vacuum
pumps. Side channel vacuum pumps are used for conveying gases and gas-air mixtures in a variety of applications, including
laser printers, packaging, soil treatment, textiles and food and beverage products. Liquid ring vacuum pumps are used for
extreme conditions, which prevail in humid and wet processes across ceramics, environmental, medical and plastics
applications. Claw vacuum pumps efficiently and economically generate contact-free vacuum for chemical, environmental and
packaging applications. Screw vacuum pumps are a dry running technology used to reduce the carbon footprint and life cycle
costs in drying and packaging applications. Rotary vane vacuum pumps are used for vacuum and combined pressure and
vacuum applications in the environmental, woodworking, packaging and food and beverage end-markets.
Blower Products
Blower products are used for conveying high volumes of air and gas at various flow rates and at low pressures, and are utilized
in a broad range of industrial and environmental applications, including waste water aeration, biogas upgrading and conveying,
pneumatic transport and dehydrating applications for food and beverage, cement, pharmaceutical, petrochemical and mobile
industrial applications. In many cases, blowers are a core component for the operation of the entire end-users’ systems.
Management believes that we hold a leading position in our addressable portion of the global blower products market.
We focus on several key technologies within blower products: rotary lobe, screw, claw and vane, turbo, side channel and radial
blowers. Rotary lobe blowers, screw blowers and claw and vane blowers are positive displacement technologies that have the
ability to consistently move the same volume of gas or air and vary the volume flow according to the speed of the machine
itself enabling it to adapt the flow condition in a flexible manner despite pressure in the system. Turbo blowers and side channel
and radial blowers are dynamic technologies that have the ability to accelerate gas or air through an impeller and transform their
kinetic energy at the discharge with some limitation on flexibility.
Fluid Transfer Equipment Products
Fluid transfer equipment products includes fluid loading systems, tank truck and fleet fueling products and couplers. Fluid
loading systems are used in the transfer and loading of hydrocarbons and certain other liquid commodity products in marine and
land applications. Tank truck and fleet fueling products allow for safe transfer of liquid products without spillage or
contamination while safeguarding the operator and the environment. Operators use Dry-Break® technology couplers and
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adapters to provide a secure connection for the transfer of liquid products without spillage or contamination while safeguarding
the operator and the environment.
Liquid Ring Vacuum Pumps and Compressors
Liquid ring vacuum pumps and compressors are designed for continuous duty in harsh environments, including vapor and flare
gas recovery equipment (which recovers and compresses certain polluting gases to transmit them for further processing),
primarily in downstream applications. The liquid ring technology utilizes a service liquid, typically water, oil or fuel, to
evacuate or compress gas by forming a rotating ring of liquid that follows the contour of the body of the pump or compressor
and acts like a piston to deliver an uninterrupted flow of gas without pulsation.
Precision and Science Technologies
The Precision and Science Technologies segment designs, manufactures and markets a broad range of flow control products for
the water and wastewater, food & beverage, chemical processing, precision irrigation, energy, medical equipment, laboratory
vacuum and automated liquid handling end-markets. Key technologies include positive displacement pumps, gas, liquid and
precision syringe pumps, automated liquid handling systems and hydrogen refueling stations.
Positive Displacement (PD) Pumps
Positive displacement pumps are essential to highly specialized flow applications across many industries. We are a market
leader in positive displacement, covering the main technology types including diaphragm, vane, piston, progressive cavity,
peristaltic and gear. In the medical and life sciences end-market, our gas and liquid pumps are used for a wide range of
applications, such as aspirators, blood analyzers, compression therapy, dialysis machines, gas monitors, ventilators, and
scientific instrumentation within in vitro diagnostics and R&D laboratories. In the water and environmental end-market, our
pumps and related equipment are used for water treatment in municipal and industrial facilities such as in dosing and sludge
transfer. In agriculture, our pumps are used for nutrient and medicine dosing to livestock, plants and medicinals. In the
emerging market of hydrogen powered vehicles, we are a leader in refueling stations that utilize our unique heritage in
industrial gas compression pumps. Finally in the general industrial end-market, our pumps and accessories serve a broad range
of niche applications such as in the handling of abrasive or chemically active fluids as well as gases.
Controls and Software
Equipment controls and software are of increasing importance in our flow control applications for both the optimization of
current systems as well as to enable the anticipated Industrial Internet of Things (“IIOT”) evolution. In the agriculture market,
we sell controllers and software that monitor and control the main functions within livestock and greenhouse facility operations
with the benefit of reducing cost and improving yield. In natural gas pipelines and distribution, we sell monitoring devices
connected to cloud-based software for real time monitoring of odor injection pumping systems which enhances safety and
reduces costs. Similarly, on our positive displacement progressive cavity sludge pumps, we sell monitoring devices and cloud-
based software for real-time pump health and performance monitoring, which prevents costly downtime in water treatment
plants as well as in industrial installations.
Robotics
Our automated liquid handling products, which includes syringe pumps and accessories, are integrated into large-scale,
automated liquid handling systems used within clinical, pharmaceutical and environmental applications. These automated
systems provide accurate and efficient dosing, sampling and handling of critical fluids at increasingly ultra-low flow levels,
which are required in lab and life science applications.
Competition
Industrial Technologies and Services
The industrial end-markets we serve are competitive, with an increasing focus on product quality, performance, energy
efficiency, customer service and local presence. Although there are several large manufacturers of compression, vacuum and
blower products, the marketplace for these products remains highly fragmented due to the wide variety of product technologies,
applications and selling channels. Our principal competitors in sales of compression, vacuum and blower products include Atlas
Copco AB, Flowserve Corporation, IDEX Corporation and Kaeser Compressors, Inc. Our principal competitors in sales of fluid
transfer equipment include Dover Corporation, SVT GmbH and TechnipFMC plc. Our principal competitors in the sale of
liquid ring pumps and compressors are Flowserve Corporation and Busch-Holding GmbH.
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Precision and Science Technologies
Competition in the market served by our Precision and Science Technologies segment is primarily based on product quality and
performance, as most products must be qualified by the customer for a particular use. Further, there is an increasing demand for
more efficient healthcare solutions, which is driving the adoption of premium and high performance systems. Our primary
competitors include Dover Corporation, Graco, IDEX Corporation, KNF Neuberger, Inc., Netzsch, NOV, SPX Flow, Thermo
Fisher Scientific, and Watson-Marlow, Inc., as well as other regional and local manufacturers.
Customers and Customer Service
We consider superior customer service to be one of our primary pillars of future success and view it as being built upon a
foundation of critical application expertise, an industry leading range of compressor, pump, vacuum and blower products, a
global manufacturing and sales presence and a long-standing reputation for quality and reliability. Intense customer focus is at
the center of our vision of becoming the industry’s first choice for innovative and application-critical flow control and
compression equipment, services and solutions. We strive to collaborate with our customers and become an essential part of
their engineering process by drawing on our deep industry and application engineering experience to develop best-in-class
products that are critical to the processes and systems in which they operate.
We have established strong and long-standing customer relationships with numerous industry leaders. We sell our products
directly to end-use customers and to certain OEMs, and indirectly through independent distributors and sales representatives.
We use a direct sales force to serve end-use customers and OEMs because these customers typically require higher levels of
technical assistance, more coordinated shipment scheduling and more complex product service than customers that purchase
through distributors. We have distribution centers and warehouses that stock parts, accessories and certain products to provide
adequate and timely availability.
In addition to our direct sales force, we are committed to developing and supporting our global network of over 1,000
distributors and representatives who provide a competitive advantage in the markets and industries we serve. These distributors
maintain an inventory of complete units and parts and provide aftermarket services to end-users. While most distributors
provide a broad range of products from different suppliers, we view our distributors as exclusive at the product category level
(e.g. compressor, vacuum and blower). For example, a distributor may exclusively carry our compressor technologies, and also
source additional components of the broader industrial system in which those products operate from other suppliers. Our service
personnel and product engineers provide the distributors’ service representatives with technical assistance and field training,
particularly with respect to installation and repair of equipment. We also provide our distributors with sales and product
literature, advertising and sales promotions, order-entry and tracking systems and an annual restocking program. Furthermore,
we participate in major trade shows and directly market our offerings to generate sales leads and support the distributors’ sales
personnel.
Our customer base is diverse, and we did not have any customers that individually provided more than 1% of 2022 consolidated
revenues.
Patents, Tradenames, and Other Intellectual Property
We rely on a combination of intellectual property rights, including patents, tradenames, copyrights, trade secrets and contractual
provisions to protect our intellectual property. While in the aggregate our more than 1,700 patents and our tradenames are of
considerable importance to the manufacture and marketing of many of our products, we believe that the success of our business
depends more on the technical competence, creativity and marketing abilities of our employees than on any individual patent or
tradename, and therefore we do not consider any single patent or tradename, group of patents or tradenames, copyright or trade
secret to be material to our business as a whole, except for the Ingersoll Rand and Gardner Denver tradenames. We have
registered our tradenames in the countries we deem necessary or in our best interest. We also rely upon trade secret protection
for our confidential and proprietary information and techniques, and we routinely enter into confidentiality agreements with our
employees as well as our suppliers and other third parties receiving such information.
Pursuant to tradename license agreements, Cooper Industries has exclusive rights to use the Gardner Denver tradename for
certain power tools and their components, meaning that we are prevented from using this mark in connection with those
products.
Raw Materials and Suppliers
We purchase a wide variety of raw materials to manufacture our products. Our most significant commodity exposures are to
cast iron, aluminum and steel. Additionally, we purchase a large number of motors and, therefore, are also exposed to changes
8
in the price of copper, which is a primary component of motors. Most of our raw materials are generally available from a
number of suppliers. We have a limited number of long-term contracts with some suppliers of key components, but we believe
that our sources of raw materials and components are reliable and adequate for our needs. In response to recent tightness in the
supply chain and in order to improve continuity of supply, for select materials and components, we have expanded our supplier
network in areas we have historically sole sourced. We continue to use single sources of supply for certain castings, motors and
other select engineered components. A disruption in deliveries from a given supplier could therefore have an adverse effect on
our ability to meet commitments to our customers. Nevertheless, we believe that we have appropriately balanced this risk
against the cost of maintaining a greater number of suppliers. Moreover, we have sought, and will continue to seek, cost
reductions in purchases of materials and supplies by consolidating purchases and pursuing alternate sources of supply.
Human Capital Management
As of December 31, 2022, we had approximately 17,000 employees of which approximately 5,000 are located in the United
States. Of those employees located outside of the United States, a significant portion are represented by works councils and
collective bargaining units; of those employees located in the United States, approximately 270 are represented by labor unions.
We believe that our current relations with employees are satisfactory.
We evaluate several metrics to ensure the ongoing effectiveness of our human capital management practices, including
voluntary turnover and engagement. In 2022, our voluntary turnover was 13.0% and 10.2% for hourly and salaried employees,
respectively. In 2021, our voluntary turnover was 11.6% and 8.8% for hourly and salaried employees, respectively. We believe
the increase in our rates of voluntary turnover reflects broader economic trends and low unemployment rates and compares
favorably to turnover rates experienced by similar organizations in our industry.
We recently introduced a new performance management and development process, which places a heavy emphasis on manager
engagement and employee ownership. We highlight employee development and engagement as a standard part of our employee
experience.
We have both a performance management process and a development planning process that are connected to reinforce the
importance of continuous improvement over time. Our performance management and development planning process begins in
January with setting aligned objectives and areas of development, and is then reviewed formally at mid-year and year-end. We
track completion of each phase through our human resources system, to ensure that each employee discusses performance and
professional development with the respective manager. We evaluate performance both in terms of what is accomplished
(through metric achievement) and how it is accomplished (per our competencies), providing a more holistic view of
effectiveness within the Company. Similarly, development plans are tied to descriptions and resources associated with our
“Professional Contributor” and “People Leader” competencies. We believe that all employees have the right to develop and that
such employee development will differentiate us as a company in the marketplace. Our development process is employee led,
supported by managers and company enabled.
Health & Safety
Our Environmental, Health, and Safety culture is focused on ensuring the health of our employees by eliminating risks of
serious injuries, illness and fatalities through the application of rigorous standards, controls, inspections and audits to help
ensure that our operations and premises comply with national and local regulations.
In response to COVID-19, we implemented various measures to protect the health and safety of our employees and customers
including work-from-home requirements (where practical), social distancing, contact tracing, enhanced hygiene education and
deep-cleaning protocols at all of our facilities as well as travel restrictions, among other measures, complying with applicable
governmental regulations and guidance.
Competitive Pay, Benefits and Equity
Our compensation and benefits philosophy is centered on two key fundamentals: (1) building long-term value for our
stockholders, and (2) driving employee engagement and retention. We are committed to providing competitive pay, benefits,
and equity that are valuable and meaningful to our employees. We provide a competitive total compensation package with a
significant portion designed to foster a culture of ownership. We continue to offer our Ownership Works program to grant
equity to all new and acquired employees regardless of level in the organization. It is our goal to foster an environment where
employees can think and act like owners.
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Diversity, Equity & Inclusion
Ingersoll Rand’s Diversity, Equity and Inclusion (“DE&I”) commitment for our employees, partners and communities has been
our focus over the past two years with a clear vision, measurable goals and specific levers to set the direction of our efforts:
•
•
To be a DE&I leader within our industry that mirrors the communities and customers we serve. We will leverage
diversity, equity and inclusion to exceed our business goals, attract and retain the best talent, and address today’s
global challenges.
To connect to our value of fostering inspired teams, we cultivate diversity, promote equity and pursue a more inclusive
culture that strengthens the sense of belonging for all. We expect individuals to uphold these aspirations with humility,
integrity and respect.
To solidify a successful execution of our strategy, we established a road map prioritizing initiatives through 2025 using our IRX
process to build global accountability and timely execution.
In terms of diverse representation, we have two focus areas: (1) underrepresented populations in the United States and (2)
women globally. Our current employee base consists of 17.6% underrepresented populations in the U.S. with a 2025 target to
increase to 30%. Globally, women represent 21.9% of our employees, moving towards our stated goal of 25% by 2025. We
shifted from a centralized focus and embedded in the business a culture of ownership and accountability, setting specific
business targets prioritizing representation among goals.
Ingersoll Rand expanded to the following seven employee inclusion groups to build stronger global connections, advocate for
positive change and foster an inclusive culture in the organization:
•
•
Black Employee Network Inclusion Group
Veterans Inclusion Group
• Women Inclusion Group
•
•
•
•
Hispanic/LatinX Organization of Leadership and Advancement
Asian Inclusion Group
Pride Alliance
IRealabilities - Disability Inclusion Group
An executive leader sponsors each of the following groups and provides guidance to establish goals in support of our company
strategies, culture and values to their global members. These groups act as strategic employee resources for talent management,
community influence, employees experience, leadership development and mentoring.
In addition, we also have four regional inclusion groups (Europe and Asia Pacific) and one DE&I council in Latin America.
We deployed our unconscious bias training to more than 70% of our salaried employees and conducted personalized sessions to
more than 150 leaders on “DE&I Matters.” We have launched our next phase to train hourly employees, adapting the content to
“Respect in the Workplace.” To support our advancement goals, Ingersoll Rand launched a mentoring program in 2021, starting
with a pilot of 100 mentors across the company and doubling to 200 additional mid-level and senior leaders in 2022. We
continue creating a safe space for employees by participating in our “Lean into Change” sessions where social and cultural
sensitive conversations occur, fostering trust, transparency and community. Profiles in Diversity Journal recognized our “Lean
into Change” initiative by awarding us a Top 10 Innovations in Diversity Award.
We recognize we play an important role in respecting and upholding human rights around the world. To illustrate our active
commitment to, and respect of, human rights in our business relationships, we enforce our human rights policy to further embed
and ensure responsibility for people throughout Ingersoll Rand. This policy helps us proactively and systematically identify
potential human rights impacts to ensure prompt and fair remedial actions.
Talent Development and Employee Engagement
We are committed to continuously improving the development and engagement of all employees in the company. To support
the development of our employees, we have several resources and programs to enable their continued growth and development.
All of our offerings are grounded in our values and strategies which are reflected in our competencies. We continue to deliver
an executive level program this past year called “Lead Like an Owner” to set the standard of leadership and build succession at
the top of the organization. In addition, there were several new manager programs deployed by region to ensure that those who
are new to managing people have the skills and capabilities to succeed. We have online learning content that can be accessed
around the globe for a variety of topics and have recently initiated several mentoring programs to allow our own internal
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experts to teach and guide others. As mentioned above, our development planning process is tied to our performance
management system which will ensure all employees have development conversations with their manager throughout the year.
Our employee engagement efforts have also produced substantive progress this year. Our last Connections/Engagement survey
in October 2022 achieved a 88% participation rate, resulting in an engagement score of 81. While the overall market trended
down with respect to employee engagement in 2022, we were able to make gains and maintain them throughout the year. All of
our questions scored above the manufacturing benchmark collected by our engagement survey partner, with our key employee
satisfaction measure scoring in the top 10% of manufacturing organizations. One aspect that is central to our engagement
strategy is to make all employees true owners of the Company. To that end, we continue to ensure that all new or acquired
employees, like our existing employees, are eligible to receive a restricted stock unit award after one year of employment. We
feel that the combination of a solid strategy, strong values and clear expectations, coupled with true employee ownership,
provides us strong engagement and a competitive edge.
As a result of all of our Human Capital Management activities, we reflect our value of “We foster inspired teams.” We nurture
and celebrate a culture that embraces diverse points of views, backgrounds and experiences. We are committed to equity in how
people are treated and the opportunities available to them because we know that a workplace that cultivates a sense of inclusion,
belonging and respect will develop the most talented and capable employees.
Environmental Matters
We are subject to numerous federal, state, local and foreign laws and regulations relating to the storage, handling, emission and
disposal of materials and discharge of materials into the environment. We believe our existing environmental control
procedures are adequate and we have no current plans for substantial capital expenditures in this area. We have an
environmental policy that confirms our commitment to a clean environment and compliance with environmental laws. We have
an active environmental management program aimed at complying with existing environmental regulations and reducing the
generation of pollutants in the manufacturing processes. We are also subject to laws concerning the cleanup of hazardous
substances and wastes, such as the U.S. federal “Superfund” and similar state laws that impose liability for cleanup of certain
waste sites and for related natural resource damages. We have been identified as a potentially responsible party with respect to
several sites designated for cleanup under the “Superfund” or similar state laws. See “Item 3. Legal Proceedings.”
Where You Can Find More Information
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission (“SEC”). Our SEC filings are available to the public over the internet at the SEC’s website at http://www.sec.gov.
Our SEC filings are also available free of charge on our website at http://www.irco.com as soon as reasonably practicable after
they are filed with or furnished to the SEC.
We maintain an internet site at http://www.irco.com. From time to time, we may use our website as a distribution channel of
material company information. Financial and other important information regarding us is routinely accessible through and
posted on our website at www.investors.irco.com. In addition, you may automatically receive email alerts and other information
about us when you enroll your email address by visiting the Email Alerts section at www.investors.irco.com. Our website and
the information contained on or connected to that site are not incorporated into this Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS
The following risk factors as well as the other information included in this Form 10-K, including “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes
thereto should be carefully considered. Any of the following risks could materially and adversely affect our business, financial
condition or results of operations. The selected risks described below, however, are not the only risks facing us. Additional
risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely
affect our business, financial condition or results of operations.
Risks Related to Our Business
We have exposure to the risks associated with instability in the global economy and financial markets, which may negatively
impact our revenues, liquidity, suppliers and customers.
Our financial performance depends, in large part, on conditions in the markets we serve and on the general condition of the
global economy, which impacts these markets. Any sustained weakness in demand for our products and services resulting from
a contraction or uncertainty in the global economy, including due to the impact of the COVID-19 pandemic, could adversely
impact our revenues and profitability.
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In addition, we believe that many of our suppliers and customers access global credit markets to provide liquidity, and in some
cases, utilize external financing to purchase products or finance operations. If our customers are unable to access credit markets
or lack liquidity, it may impact customer demand for our products and services.
Furthermore, our products are sold in many industries, some of which are cyclical and may experience periodic contractions.
Cyclical weakness in the industries that we serve could adversely affect demand for our products and affect our profitability and
financial performance.
The COVID-19 pandemic could have a material and adverse effect on our business, results of operations and financial
condition in the future.
COVID-19 is a continuously evolving situation that has and could continue to impact the global economy in adverse or
unpredictable ways. Our operating results will be subject to fluctuations based on general economic conditions, and the extent
to which COVID-19 may ultimately impact our business will depend on future developments, which are highly uncertain and
cannot be predicted with confidence, such as the geographic spread of the disease, the emergence of variants, availability of
vaccines and treatments and the duration of the outbreak and business closures or business disruptions for our Company, our
suppliers and our customers.
The scale and scope of the COVID-19 pandemic may heighten the potential adverse effects on our business, operating results,
cash flows and/or financial condition, described in the other risk factors contained in this report. For example, we have
exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our
revenues, liquidity, suppliers and customers. Our financial performance depends, in large part, on conditions in the markets we
serve and on the general condition of the global economy, which impacts these markets. The impact of the COVID-19
pandemic has, at times, caused a decrease in demand for our products and services. A sustained weakness in demand for our
products and services resulting from a contraction or uncertainty in the global economy due to the impact of the COVID-19
pandemic could adversely impact its revenues and profitability. In addition, the impact of the COVID-19 pandemic on the
financial condition of our customers has and could in the future make them unable to pay for a product or service when
payments become due, or they may decide not to pay us, either as a matter of corporate decision-making or in response to
changes in local laws and regulations. Although historically not material, we cannot be certain that, in the future, expenses or
losses for uncollectible amounts will not have a material adverse effect on our revenues, earnings and cash flows. Further, we
sell a significant portion of our products through independent distributors and sales representatives. The loss of, or disruption
in, our distribution network in connection with the COVID-19 pandemic could have a negative impact on our abilities to ship
products, meet customer demand and otherwise operate our business. In addition to the foregoing, the COVID-19 pandemic
could also exacerbate or trigger other risks discussed herein, any of which could have a material and adverse effect on our
business, results of operations and financial condition.
Due to the COVID-19 pandemic, we may experience different and additional risks not discussed herein such as increased
medical, emergency or other leave. An extended period of remote working by our employees could strain our technology
resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less
secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the
COVID-19 pandemic. Further, we are experiencing increased costs and expenses, including as a result of (i) conducting daily
“fitness-for-duty” assessments for all employees, including temperature and symptoms checks and providing personal
protective equipment; (ii) the expansion of benefits to our employees, including the provision of additional paid time off for
employees who have contracted COVID-19 or are required to be quarantined; and (iii) implementing increased health and
safety protocols at all our facilities, including increased cleaning/sanitization of workspaces, restricting visitor access,
mandating social distancing guidelines and increasing the availability of sanitization products. U.S and international
government responses to the COVID-19 outbreak have included “shelter in place”, “stay at home” and similar types of orders.
These orders typically exempt certain individuals and businesses needed to maintain continuity of operations of critical
infrastructure sectors or that are deemed “essential” or contain similar exceptions and exemptions. Although we believe we are
currently considered an “essential” business in our operating markets, if any of the applicable exceptions or exemptions are
curtailed or revoked in the future, that would adversely impact our business, operating results and financial condition.
Furthermore, to the extent these exceptions or exemptions do not extend to our key suppliers and customers, this would also
adversely impact our business, operating results and financial condition.
Information systems failure or disruption, due to cyber terrorism or other actions, may adversely impact our business and
result in financial loss to the Company or liability to our customers.
Our business is highly dependent on financial, accounting and other data-processing systems and other communications and
information systems, including our enterprise resource planning tools. We process a large number of transactions on a daily
basis and rely upon the proper functioning of computer systems. If any of these systems fail, whether caused by fire, other
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natural disaster, power or telecommunications failure, acts of cyber terrorism or war or otherwise, or they do not function
correctly, we could suffer financial loss, business disruption, liability to our customers, regulatory intervention or damage to our
reputation. If our systems are unable to accommodate an increasing volume of transactions, our ability to grow could be limited.
Although we have backup systems, procedures and capabilities in place, they may also fail or be inadequate. Further, to the
extent that we may have customer information in our databases or access to customer systems through connected devices, any
unauthorized disclosure of, or access to, such information, databases or systems could result in an adverse impact to us or our
customer including claims under data protection laws and regulations. If any of these risks materialize, our reputation and our
ability to conduct our business may be materially adversely affected.
More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political,
regulatory and other risks of international operations.
For the year ended December 31, 2022, approximately 59% of our revenues were from customers in countries outside of the
United States. We have manufacturing facilities in Germany, the United Kingdom, China, Italy, India and other countries. We
intend to continue to expand our international operations to the extent that suitable opportunities become available. Non-U.S.
operations and United States export sales could be adversely affected as a result of: political or economic instability in certain
countries; differences in foreign laws, including increased difficulties in protecting intellectual property and uncertainty in
enforcement of contract rights; credit risks; currency fluctuations, in particular, changes in currency exchange rates between the
U.S. dollar, Euro, British Pound and the Chinese Renminbi; exchange controls; changes in and uncertainties with respect to
tariffs and import/export trade restrictions (including changes in United States trade policy toward other countries, such as the
imposition of tariffs and the resulting consequences), as well as other changes in political policy in the United States, China, the
U.K. and certain European countries (including the impacts of the U.K.’s national referendum resulting in the U.K.’s
withdrawal from the European Union); royalty and tax increases; nationalization of private enterprises, especially in China
where we have material operations, supply chain dependencies and hold material cash balances; civil unrest and protests,
strikes, acts of terrorism, war or other armed conflict; shipping products during times of crisis or war; and other factors inherent
in foreign operations.
In addition, our expansion into new countries may require significant resources and the efforts and attention of our management
and other personnel, which will divert resources from our existing business operations. As we expand our business globally, our
success will depend, in large part, on our ability to anticipate and effectively manage these risks associated with our
international operations.
Large or rapid increases in the cost of raw materials and component parts, substantial decreases in their availability or our
dependence on particular suppliers of raw materials and component parts could materially and adversely affect our
operating results.
Our primary raw materials, directly and indirectly, are cast iron, aluminum and steel. We also purchase a large number of
motors and, therefore, also have exposure to changes in the price of copper, which is a primary component of motors. We have
long-term contracts with only a few suppliers of key components. Consequently, we are vulnerable to fluctuations in prices and
availability of such raw materials. Factors such as supply and demand, freight costs and transportation availability, inventory
levels of brokers and dealers, the level of imports and general economic conditions may affect the price and availability of raw
materials. In addition, we use single sources of supply for certain iron castings, motors and other select engineered components
that are critical in the manufacturing of our products. We have experienced disruptions to our supply deliveries for raw
materials and component parts due to reasons related to the pandemic and other recent economic conditions and may experience
further supply disruptions. Any such disruption could have a material adverse effect on our ability to timely meet our
commitments to customers and, therefore, our operating results.
We face competition in the markets we serve, which could materially and adversely affect our operating results.
We actively compete with many companies producing similar products. Depending on the particular product and application,
we experience competition based on a number of factors, including price, quality, performance and availability. We compete
against many companies, including divisions of larger companies with greater financial resources than we possess. As a result,
these competitors may be both domestically and internationally better able to withstand a change in conditions within the
markets in which we compete and throughout the global economy as a whole.
In addition, our ability to compete effectively depends on how successfully we anticipate and respond to various competitive
factors, including new competitors entering our markets, new products and services that may be introduced by competitors,
changes in customer preferences, pricing pressures and new government regulations. If we are unable to anticipate our
competitors’ development of new products and services, identify customer needs and preferences on a timely basis, or
successfully introduce new products and services or modify existing products and service offerings in response to such
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competitive factors, we could lose customers to competitors. If we cannot compete successfully, our sales and operating results
could be materially and adversely affected.
Shareholder and customer emphasis on environmental, social, and governance responsibility may impose additional costs
on us or expose us to new risks.
Our shareholders, customers and employees continue to expect a more proactive response to environmental, social, and
governance (“ESG”) matters. We may incur increased costs and may be exposed to new risks responding to these higher
expectations. The Company has emphasized its commitment to making a positive impact on our shared planet with the
announcement of environmental goals with respect to greenhouse gas emissions, renewable energy, water usage and landfill
waste. We may face reputational challenges in the event that we are unable to achieve these goals or our ESG standards do not
meet those set by certain constituencies. These reputational challenges could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
Acquisitions and integrating such acquisitions create certain risks and may affect our operating results.
We have acquired multiple businesses in recent years and will continue to pursue acquisition of businesses or assets in the
future. The acquisition and integration of businesses or assets involves a number of risks. The core risks are valuation
(negotiating a fair price for the business), integration (managing the process of integrating the acquired company’s people,
products, technology and other assets to extract the value and synergies projected to be realized in connection with the
acquisition), regulation (obtaining necessary regulatory or other government approvals that may be necessary to complete
acquisitions) and diligence (identifying undisclosed or unknown liabilities or restrictions that will be assumed in the
acquisition).
In addition, acquisitions outside of the United States often involve additional or increased risks including, for example:
• managing geographically separated organizations, systems and facilities;
•
•
•
•
•
integrating personnel with diverse business backgrounds and organizational cultures;
complying with non-U.S. regulatory requirements;
fluctuations in currency exchange rates;
enforcement of intellectual property rights in some non-U.S. countries;
difficulty entering new non-U.S. markets due to, among other things, consumer acceptance and business knowledge of
these new markets; and
general economic and political conditions.
•
The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of
our combined businesses and the possible loss of key personnel. The diversion of management’s attention and any delays or
difficulties encountered in connection with acquisitions and the integration of an acquired company’s operations could have an
adverse effect on our business, results of operations, financial condition or prospects.
Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates
could adversely impact our results of operations and cash flows.
We conduct our business in many different currencies. A significant portion of our revenue, approximately 56% for the year
ended December 31, 2022, is denominated in currencies other than the U.S. dollar. Accordingly, currency exchange rates, and
in particular unfavorable movement in the exchange rates between U.S. dollars and Euros, British Pounds and Chinese
Renminbi, affect our operating results. The effects of exchange rate fluctuations on our future operating results are
unpredictable because of the number of currencies in which we do business and the potential volatility of exchange rates. We
are also subject to the risks of currency controls and devaluations. Although historically not significant, if currency controls
were enacted in countries where the Company generates significant cash balances, these controls may limit our ability to
convert currencies into U.S. dollars or other currencies, as needed, or to pay dividends or make other payments from funds held
by subsidiaries in the countries imposing such controls, which could adversely affect our liquidity. Currency devaluations could
also negatively affect our operating margins and cash flows.
If we are unable to develop new products and technologies, our competitive position may be impaired, which could
materially and adversely affect our sales and market share.
The markets in which we operate are characterized by changing technologies and introductions of new products and services.
Our ability to develop new products based on technological innovation, including those that drive sustainability, energy
reduction and the reduction and/or recycling of water in our customers’ processes, can affect our competitive position and often
requires the investment of significant resources. Difficulties or delays in research, development or production of new products
and technologies, or failure to gain market acceptance of new products and technologies, may significantly reduce future
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revenues and materially and adversely affect our competitive position. We may not have sufficient resources to continue to
make the investment required to maintain or increase our market share or that our investments will be successful. If we do not
compete successfully, our business, financial condition, results of operations and cash flows could be materially adversely
affected.
Our success depends on our executive management and other key personnel and our ability to attract and retain top talent
throughout the Company.
Our future success depends to a significant degree on the skills, experience and efforts of our executive management and other
key personnel and their ability to provide us with uninterrupted leadership and direction. The failure to retain our executive
officers and other key personnel or a failure to provide adequate succession plans could have an adverse impact. Our future
success also depends on our ability to attract, retain and develop qualified personnel at all levels of the organization. The
availability of highly qualified talent is limited in a number of the jurisdictions in which we operate, and the competition for
talent is robust. A failure to attract, retain and develop new qualified personnel throughout the organization could have an
adverse effect on our operations and implementation of our strategic plan.
Changes in tax or other laws, regulations, or adverse determinations by taxing or other governmental authorities could
increase our effective tax rate and cash taxes paid or otherwise affect our financial condition or operating results.
In 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax
Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affected 2017 and 2018, including, but not
limited to (1) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over
eight years and (2) bonus depreciation that will allow for full expensing of qualified property. The Tax Act also established new
tax laws that significantly affected recent and future tax years.
While we monitor proposals and other developments that would materially impact our tax burden and/or effective tax rate and
investigate our options, we could still be subject to increased taxation on a going forward basis no matter what action we
undertake if certain legislative proposals or regulatory changes are enacted, certain tax treaties are amended and/or our
interpretation of applicable tax or other laws is challenged and determined to be incorrect. The inability to realize any
anticipated tax benefits related to our operations and corporate structure could have a material adverse impact on our results of
operations, financial condition and cash flows. See Note 1 “Summary of Significant Accounting Policies” and Note 16 “Income
Taxes” to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information related
to our accounting for income tax matters.
The inability to realize any anticipated tax benefits related to our operations and corporate structure could have a material
adverse impact on our results of operations, financial condition and cash flows. Further, the specific future impacts of the Tax
Act on holders of our common shares are uncertain and could in certain instances be adverse. We urge our stockholders to
consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in
our common stock.
Our business could suffer if we experience employee work stoppages, union and work council campaigns or other labor
difficulties.
As of December 31, 2022, we had approximately 17,000 employees of which approximately 5,000 were located in the United
States. Of those employees located outside of the United States, a significant portion are represented by works councils and
labor unions, and of those employees located in the United States, approximately 270 are represented by labor unions. Although
we believe that our relations with employees are satisfactory and have not experienced any material work stoppages, work
stoppages have occurred, and may in the future occur, and we may not be successful in negotiating new collective bargaining
agreements. In addition, negotiations with our union employees may (1) result in significant increases in our cost of labor, (2)
divert management’s attention away from operating our business or (3) break down and result in the disruption of our
operations. The occurrence of any of the preceding conditions could impair our ability to manufacture our products and result in
increased costs and/or decreased operating results.
The risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could
have a significant impact on our results of operations, financial condition or strategic objectives.
Our global operations subject us to regulation by U.S. federal and state laws and multiple foreign laws, regulations and policies,
which could result in conflicting legal requirements. These laws and regulations are complex, change frequently, have become
more stringent over time and increase our cost of doing business. These laws and regulations include import and export control,
environmental, health and safety regulations, data privacy requirements, international labor laws and work councils and anti-
15
corruption and bribery laws such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the U.N. Convention Against
Bribery and local laws prohibiting corrupt payments to government officials.
We are subject to the risk that we, our employees, our affiliated entities, contractors, agents or their respective officers,
directors, employees and agents may take actions determined to be in violation of any of these laws, for which we might be held
responsible, particularly as we expand our operations geographically through organic growth and acquisitions. An actual or
alleged violation could result in substantial fines, sanctions, civil or criminal penalties, debarment from government contracts,
curtailment of operations in certain jurisdictions, competitive or reputational harm, litigation or regulatory action and other
consequences that might adversely affect our results of operations, financial condition or strategic objectives.
Third parties may infringe upon our intellectual property or may claim we have infringed their intellectual property, and we
may expend significant resources enforcing or defending our rights or suffer competitive injury.
Our success depends in part on the creation, maintenance and protection of our proprietary technology and intellectual property
rights. We rely on a combination of patents, tradenames, trade secrets, copyrights, confidentiality provisions, contractual
restrictions and licensing arrangements to establish and protect our proprietary rights. Our nondisclosure agreements and
confidentiality agreements may not effectively prevent disclosure of our proprietary information, technologies and processes,
and may not provide an adequate remedy in the event of breach of such agreements or unauthorized disclosure of such
information, and if a competitor lawfully obtains or independently develops our trade secrets, we would have no right to
prevent such competitor from using such technology or information to compete with us, either of which could harm our
competitive position. Our applications for patent and tradename protection may not be granted, or the claims or scope of such
issued patents or registered tradenames may not be sufficiently broad to protect our products. In addition, effective patent,
copyright, tradename and trade secret protection may be unavailable or limited for some of our tradenames and patents in some
foreign countries. We may be required to spend significant resources to monitor and police our intellectual property rights, and
we cannot guarantee that such efforts will be successful in preventing infringement or misappropriation. If we fail to
successfully enforce these intellectual property rights, our competitive position could suffer, which could harm our operating
results.
Although we make a significant effort to avoid infringing known proprietary rights of third parties, the steps we take to prevent
misappropriation, infringement or other violation of the intellectual property of others may not be successful and from time to
time we may receive notice that a third party believes that our products may be infringing certain patents, tradenames or other
proprietary rights of such third party. Responding to and defending such claims, regardless of their merit, can be costly and
time-consuming, can divert management’s attention and other resources, and we may not prevail. Depending on the resolution
of such claims, we may be barred from using a specific technology or other rights, may be required to redesign or re-engineer a
product which may require significant resources, may be required to enter into licensing arrangements from the third party
claiming infringement (which may not be available on commercially reasonable terms, or at all), or may become liable for
significant damages.
If any of the foregoing occurs, our ability to compete could be affected or our business, financial condition and results of
operations may be materially adversely affected.
The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet
customer demand and otherwise operate our business.
We sell a significant portion of our products through independent distributors and sales representatives. We rely in large part on
the orderly operation of this distribution network, which depends on adherence to shipping schedules and effective
management. We conduct all of our shipping through independent third parties. Although we believe that our receiving,
shipping and distribution process is efficient and well-positioned to support our operations and strategic plans, we cannot
provide assurance that we have anticipated all issues or that events beyond our control, such as natural disasters or other
catastrophic events, labor disagreements, acquisition of distributors by a competitor, consolidation within our distributor
network or shipping problems, will not disrupt our distribution network. If complications arise within a segment of our
distribution network, the remaining network may not be able to support the resulting additional distribution demands. Any of
these disruptions or complications could negatively impact our revenues and costs.
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Our ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and
we may fail to realize the cost savings and increased efficiencies that we expect to result from these actions. Our operating
results could be negatively affected by our inability to effectively implement such restructuring plans and other cost savings
initiatives.
We continually seek ways to simplify or improve processes, eliminate excess capacity and reduce costs in all areas of our
operations, which from time to time includes restructuring activities. We have implemented significant restructuring activities
across our global manufacturing, sales and distribution footprint, which include workforce reductions and facility
consolidations. We incurred restructuring charges of $29.3 million and $13.4 million in the years ended December 31, 2022 and
2021, respectively. Costs of future initiatives may be material and the savings associated with them are subject to a variety of
risks, including our inability to effectively eliminate duplicative back office overhead and overlapping sales personnel,
rationalize manufacturing capacity, synchronize information technology systems, consolidate warehousing and distribution
facilities and shift production to more economical facilities. As a result, the contemplated costs to effect these initiatives may
materially exceed estimates. The initiatives we are contemplating may require consultation with various employees, labor
representatives or regulators, and such consultations may influence the timing, costs and extent of expected savings and may
result in the loss of skilled employees in connection with the initiatives.
Although we have considered the impact of local regulations, negotiations with employee representatives and the related costs
associated with our restructuring activities, factors beyond the control of management may affect the timing of these projects
and therefore affect when savings will be achieved under the plans. There can be no assurance that we will be able to
successfully implement these cost savings initiatives in the time frames contemplated (or at all) or that we will realize the
projected benefits of these and other restructuring and cost savings initiatives. If we are unable to implement our cost savings
initiatives, our business may be adversely affected. Moreover, our continued implementation of cost savings initiatives may
have a material adverse effect on our business, results of operations and financial condition.
In addition, as we consolidate facilities and relocate manufacturing processes to lower-cost regions, our success will depend on
our ability to continue to meet customer demand and maintain a high level of quality throughout the transition. Failure to
adequately meet customer demand or maintain a high level or quality could have a material adverse effect on our business,
results of operations and financial condition.
Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-
price contracts for custom engineered products.
A portion of our revenues and earnings is generated through fixed-price contracts for custom engineered products. Certain of
these contracts provide for penalties or liquidated damages for failure to timely perform our obligations under the contract, or
require that we, at our expense, correct and remedy to the satisfaction of the other party certain defects. Because substantially
all of our custom engineered product contracts are at a fixed price, we face the risk that cost overruns, delays, penalties or
liquidated damages may exceed, erode or eliminate our expected profit margin, or cause us to record a loss on our projects.
A natural disaster, catastrophe, pandemic or other event could adversely affect our operations.
Some of our operations involve risks of, among other things, property damage, which could curtail our operations. For example,
if one or more of our manufacturing facilities are damaged by severe weather or any other disaster, accident, catastrophe or
event, our operations could be significantly interrupted impacting our ability to produce products and sell products to
customers. These interruptions might involve significant damage to, among other things, property, and repairs might take from
a week or less for a minor incident to many months for a major interruption. In addition, disruptions in our supply chain due to
natural disasters (including but not limited to those as a result of climate change), catastrophes, pandemic or other events could
reduce our ability to produce products and satisfy customer demand. Similar interruptions could result from damage to
production or other facilities that provide supplies or other raw materials to our plants. Interruptions to our operations and
supply chain could also result from pandemic which could adversely impact our workforce or that of our suppliers, causing
disruption to the manufacturing process or our supply chain, and last a week or months depending on the severity of the
disruption.
Our operating results could be adversely affected by a loss or reduction of business with key customers or consolidation or
the vertical integration of our customer base.
The loss or reduction of significant contracts with any of our key customers could result in a material decrease of our future
profitability and cash flows. In addition, the consolidation or vertical integration of key customers may result in the loss of
certain customer contracts or impact demand or competition for our products. Any changes in such customers’ purchasing
practices, or decline in such customers’ financial condition, may have a material adverse impact on our business, results of
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operations and financial condition. Some of our customers are significantly larger than we are, have greater financial and other
resources and also have the ability to purchase products from our competitors. As a result of their size and position in the
marketplace, some of our customers have significant purchasing leverage and could cause us to materially reduce the price of
our products, which could have a material adverse effect on our revenue and profitability. We are unable to predict what effect
consolidation in our customers’ industries could have on prices, capital spending by customers, selling strategies, competitive
position, our ability to retain customers or our ability to negotiate favorable agreements with customers.
Credit and counterparty risks could harm our business.
The financial condition of our customers could affect our ability to market our products or collect receivables. In addition,
financial difficulties faced by our customers as a result of an adverse economic event or other market factors may lead to
cancellation or delay of orders. Our customers may suffer financial difficulties that make them unable to pay for a product or
solution when payments become due, or they may decide not to pay us, either as a matter of corporate decision-making or in
response to changes in local laws and regulations. Although historically not material, we cannot be certain that, in the future,
expenses or losses for uncollectible amounts will not have a material adverse effect on our revenues, earnings and cash flows.
We may not realize all of the expected benefits of the acquisition of and merger with Ingersoll Rand Industrial.
The anticipated benefits of the Ingersoll Rand Industrial acquisition may not be realized fully or at all and may take longer to
realize than expected. The integration process is complex, costly and time-consuming, which could adversely affect our
businesses, financial results and financial condition. The merger may not result in the realization of the full benefits of
anticipated cost synergies, innovation, operational efficiencies and incremental revenue growth opportunities that we expect to
realize or these benefits may not be achieved within a reasonable period of time. Moreover, the combined company may be
unable to implement its business strategy or retain and hire key personnel. See also “Risks Related to Our Business—
Acquisitions and integrating such acquisitions create certain risks and may affect our operating results.”
Dispositions create certain risks and may affect our operating results.
Dispositions involve a number of risks and present financial, managerial and operational challenges, including diversion of
management attention from running our core businesses, increased expense associated with the dispositions, potential disputes
with the customers or suppliers of the disposed businesses, potential disputes with the acquirers of the disposed businesses and
a potential dilutive effect on our earnings per share.
If dispositions are not completed in a timely manner, there may be a negative effect on our cash flows and/or our ability to
execute our strategy. In addition, we may not realize some or all of the anticipated benefits of our dispositions.
On February 14, 2021, the Company entered into an agreement to sell its majority interest in High Pressure Solutions to private
equity firm American Industrial Partners. In exchange for its majority interest of 55%, the Company received net cash proceeds
of $278.3 million and retained a 45% common equity interest in the newly-formed entity comprising the HPS business. This
sale was substantially completed on April 1, 2021.
On April 9, 2021, the Company entered into an agreement to sell Specialty Vehicle Technologies to private equity firm
Platinum Equity Advisors, LLC (“Platinum Equity”) for $1.68 billion in cash. The sale was substantially completed on June 1,
2021 and concluded in the third quarter of 2022.
See Note 3 “Discontinued Operations” of Notes to Consolidated Financial Statements for additional information related to these
transactions.
We are a defendant in certain asbestos and silica-related personal injury lawsuits, which could adversely affect our financial
condition.
We have been named as a defendant in many asbestos and silica-related personal injury lawsuits. The plaintiffs in these suits
allege exposure to asbestos or silica from multiple sources, and typically we are one of approximately 25 or more named
defendants. We believe that, given our financial reserves and anticipated insurance recoveries, the pending and potential future
lawsuits are not likely to have a material adverse effect on our consolidated financial position, results of operations or liquidity.
However, future developments, including, without limitation, potential insolvencies of insurance companies or other
defendants, an adverse determination in the Adams County Case, or other inability to collect from our historical insurers or
indemnitors, could cause a different outcome. In addition, even if any damages payable by us in any individual lawsuit are not
material, the aggregate damages and related defense costs could be material and could materially adversely affect our financial
condition if we were to receive an adverse judgment in a number of these lawsuits. Accordingly, the resolution of pending or
18
future lawsuits may have a material adverse effect on our consolidated financial position, results of operations or liquidity. See
Note 21 “Contingencies” to our audited consolidated financial statements included elsewhere in this Form 10-K.
The nature of our products creates the possibility of significant product liability and warranty claims, which could harm our
business.
Customers use some of our products in potentially hazardous applications that can cause injury or loss of life and damage to
property, equipment or the environment. In addition, our products are integral to the production process for some end-users and
any failure of our products could result in a suspension of operations. Although we maintain quality controls and procedures,
we cannot be certain that our products will be completely free from defects. We maintain amounts and types of insurance
coverage that we believe are currently adequate and consistent with normal industry practice for a company of our relative size,
and we limit our liability by contract wherever possible. However, we cannot guarantee that insurance will be available or
adequate to cover all liabilities incurred. We also may not be able to maintain insurance in the future at levels we believe are
necessary and at rates we consider reasonable. We may be named as a defendant in product liability or other lawsuits asserting
potentially large claims if an accident occurs at a location where our equipment and services have been or are being used.
A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we
determine that those assets are impaired.
We have substantial goodwill as a result of past acquisitions. As of December 31, 2022, the net carrying value of goodwill and
other intangible assets, net represented $9.6 billion, or 65%, of our total assets. Goodwill and indefinite-lived intangible assets
are evaluated for impairment annually, or more frequently if circumstances indicate impairment may have occurred.
Impairments, if any, could have a material adverse effect to our consolidated financial position or results of operations. In 2020,
we recognized an impairment charge related to other intangible assets of $19.9 million within the Industrial Technologies and
Services segment. See Note 9 “Goodwill and Other Intangible Assets” to our audited consolidated financial statements included
elsewhere in this Form 10-K for additional information related to impairment testing for goodwill and other intangible assets
and the associated charges taken.
Environmental compliance costs and liabilities could adversely affect our financial condition.
Our operations and properties are subject to increasingly stringent domestic and foreign laws and regulations relating to
environmental protection, including laws and regulations governing air emissions, water discharges, waste management and
workplace safety. Under such laws and regulations, we can be subject to substantial fines and sanctions for violations and be
required to install costly pollution control equipment or put into effect operational changes to limit pollution emissions or
decrease the likelihood of accidental hazardous substance releases.
We use and generate hazardous substances and waste in our manufacturing operations. In addition, many of our current and
former properties are, or have been, used for industrial purposes. We have been identified as a potentially responsible party with
respect to several sites designated for cleanup under U.S. federal “Superfund” or similar state laws that may impose joint and
several liability for cleanup of certain waste sites and for related natural resource damages. A liability on our balance sheet
reflects costs that are probable and estimable for our projected financial obligations relating to these matters. If we have
underestimated our remaining financial obligations, we may face greater exposure that could have an adverse effect on our
financial condition, results of operations or liquidity.
We have experienced, and expect to continue to experience, operating costs to comply with environmental laws and regulations.
In addition, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously
unknown contamination or the imposition of new cleanup requirements could require us to incur costs or become the basis for
new or increased liabilities that could have a material adverse effect on our business, financial condition, results of operations or
liquidity.
We face risks associated with our pension and other postretirement benefit obligations.
We have both funded and unfunded pension and other postretirement benefit plans worldwide. As of December 31, 2022, our
projected benefit obligations under our pension and other postretirement benefit plans exceeded the fair value of plan assets by
an aggregate of approximately $146.1 million (“unfunded status”). Estimates for the amount and timing of the future funding
obligations of these benefit plans are based on various assumptions. These assumptions include discount rates, rates of
compensation increases, expected long-term rates of return on plan assets and expected healthcare cost trend rates. If our
assumptions prove incorrect, our funding obligations may increase, which may have a material adverse effect on our financial
results.
19
We have invested the plan assets of our funded benefit plans in various equity and debt securities. A deterioration in the value
of plan assets could cause the unfunded status of these benefit plans to increase, thereby increasing our obligation to make
additional contributions to these plans. An obligation to make contributions to our benefit plans could reduce the cash available
for working capital and other corporate uses, and may have an adverse impact on our operations, financial condition and
liquidity.
Risks Related to Our Indebtedness
Our indebtedness could have important adverse consequences and adversely affect our financial condition.
We have a significant amount of indebtedness. As of December 31, 2022, we had total indebtedness of $2,752.6 million, and
we had availability under the Revolving Credit Facility of $1,100 million. Our high level of debt could have important
consequences, including: making it more difficult for us to satisfy our obligations with respect to our debt; limiting our ability
to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions, or other general
corporate requirements; requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of
other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or
acquisitions and other general corporate purposes; increasing our vulnerability to adverse changes in general economic, industry
and competitive conditions; exposing us to the risk of increased interest rates as certain of our borrowings, including
borrowings under the Senior Secured Credit Facilities, are at variable rates of interest; limiting our flexibility in planning for
and reacting to changes in the industries in which we compete; placing us at a disadvantage compared to other, less leveraged
competitors; increasing our cost of borrowing; and hampering our ability to execute on our growth strategy. For a complete
description of the Company’s credit facilities and definitions of capitalized terms used in this section, see Note 11 “Debt” to our
audited consolidated financial statements included elsewhere in this Form 10-K.
We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to
satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on, or refinance, our debt obligations depends on our financial condition and operating
performance, which are subject to prevailing economic, industry and competitive conditions and to certain financial, business,
legislative, regulatory and other factors beyond our control (as well as and including those factors discussed under “Risks
Related to Our Business” above). We may be unable to maintain a level of cash flow from operating activities sufficient to
permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flow and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity
problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or
operations, seek additional debt or equity capital, or restructure or refinance our indebtedness. We may not be able to
implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative
actions may not allow us to meet our scheduled debt service obligations.
If we cannot make scheduled payments on our debt, we will be in default and the lenders under the Revolving Credit Facility
could terminate their commitments to loan money, and our secured lenders (including the lenders under the Senior Secured
Credit Facilities) could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or
liquidation.
Despite our level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt, including off-
balance sheet financing, contractual obligations and general and commercial liabilities. This could further exacerbate the
risks to our financial condition described above.
We and our subsidiaries may be able to incur significant additional indebtedness in the future, including off-balance sheet
financings, contractual obligations and general and commercial liabilities. Although the credit agreement governing the Senior
Secured Credit Facilities contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a
number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be
substantial. In addition, we can increase the borrowing availability under the Senior Secured Credit Facilities by up to $1,600.0
million in the form of additional commitments under the Revolving Credit Facility and/or incremental term loans plus an
additional amount so long as we do not exceed a specified senior secured leverage ratio. We also can incur additional secured
indebtedness under the Senior Secured Credit Facilities if certain specified conditions are met under the credit agreement
governing the Senior Secured Credit Facilities. If new debt is added to our current debt levels, the related risks that we now face
could intensify. For a complete description of the Company’s credit facilities and definitions of capitalized terms used in this
section, see Note 11 “Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K.
20
The terms of the credit agreement governing the Senior Secured Credit Facilities may restrict our current and future
operations, particularly our ability to respond to changes or to take certain actions.
The credit agreement governing the Senior Secured Credit Facilities contains a number of restrictive covenants that impose
significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our best interest,
including restrictions on our ability to: incur additional indebtedness and guarantee indebtedness; pay dividends, make other
distributions in respect of, or repurchase or redeem capital stock; prepay, redeem or repurchase certain debt; make loans,
investments and other restricted payments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates;
enter into agreements restricting our subsidiaries’ ability to pay dividends; consolidate, merge or sell all or substantially all of
our assets; make needed capital expenditures; make strategic acquisitions, investments or enter into joint ventures; plan for or
react to market conditions or otherwise execute our business strategies; and engage in business activities, including future
opportunities, that may be in our interest.
A breach of the covenants under the credit agreement governing the Senior Secured Credit Facilities could result in an event of
default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related debt principal and/or
related interest payments and may result in the acceleration of any other debt to which a cross-acceleration or cross-default
provision applies. In addition, an event of default under the credit agreement governing our Senior Secured Credit Facilities
would permit the lenders under our Revolving Credit Facility to terminate all commitments to extend further credit under that
facility. Furthermore, if we were unable to repay the amounts due and payable under our Senior Secured Credit Facilities, those
lenders could proceed against the collateral granted to them to secure that indebtedness. In the event our lenders or noteholders
accelerate the repayment of our borrowings and/or interest, we and our subsidiaries may not have sufficient assets to repay that
indebtedness.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase
significantly.
Borrowings under our Senior Secured Credit Facilities are at variable rates of interest and expose us to interest rate risk. If
interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount
borrowed will remain the same, and our net income and cash flows, including cash available for servicing our indebtedness,
will correspondingly decrease.
We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our
variable rate indebtedness and we will be exposed to risks related to counterparty credit worthiness or non-performance of
these instruments.
We may enter into pay-fixed interest rate swap instruments from time to time to limit our exposure to changes in variable
interest rates. Such instruments will result in economic losses should interest rates not rise above the pay-fixed interest rate in
the derivative contracts. We will be exposed to credit-related losses which could impact the results of operations in the event of
fluctuations in the fair value of the interest rate swaps due to a change in the credit worthiness or non-performance by the
counterparties to the interest rate swaps. See Note 19 “Hedging Activities, Derivative Instruments and Credit Risk” to our
audited consolidated financial statements included elsewhere in this Form 10-K.
If the financial institutions that are part of the syndicate of our Revolving Credit Facility fail to extend credit under our
Revolving Credit Facility, our liquidity and results of operations may be adversely affected.
We have access to capital through our Revolving Credit Facility, which is part of our Senior Secured Credit Facilities. Each
financial institution which is part of the syndicate for our Revolving Credit Facility is responsible on a several, but not joint,
basis for providing a portion of the loans to be made under our facility. If any participant or group of participants with a
significant portion of the commitments in our Revolving Credit Facility fails to satisfy its or their respective obligations to
extend credit under the facility and we are unable to find a replacement for such participant or participants on a timely basis (if
at all), our liquidity may be adversely affected.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
21
ITEM 2. PROPERTIES
Our corporate headquarters is a leased facility located at 525 Harbour Place Drive, Davidson, North Carolina 28036. The
number of significant properties used by each of our segments is summarized by segment, type and geographic location in the
tables below.
Manufacturing
Type of Significant Property
Other(3)
Warehouse
Total
Industrial Technologies and Services
Americas
EMEIA(1)
APAC(2)
Industrial Technologies and Services Total
Precision and Science Technologies
Americas
EMEIA(1)
APAC(2)
Precision and Science Technologies Total
Total (All Segments)
Americas
EMEIA(1)
APAC(2)
Company Total
20
22
6
48
8
7
3
18
28
29
9
66
3
—
—
3
1
1
—
2
4
1
—
5
30
12
5
47
—
1
—
1
30
13
5
48
53
34
11
98
9
9
3
21
62
43
14
119
(1) Europe, Middle East, India and Africa (“EMEIA”)
(2) Asia Pacific (“APAC”)
(3) Other facilities includes service centers and sales offices
Of the 119 significant properties included in the above table, 66 of the properties are leased and 53 of the properties are
owned. We believe that our properties, taken as a whole, are in good operating condition and are suitable for our business
operations.
ITEM 3. LEGAL PROCEEDINGS
We are a party to various legal proceedings, lawsuits and administrative actions, which are of an ordinary or routine nature for a
company of our size and sector. We believe that such proceedings, lawsuits and administrative actions will not materially
adversely affect our operations, financial condition, liquidity or competitive position. For a detailed discussion of certain of
these proceedings, lawsuits and administrative actions, see Note 21, “Contingencies” to our audited consolidated financial
statements included elsewhere in this Form 10-K.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
22
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Common Stock, $0.01 par value per share, trades on the New York Stock Exchange (“NYSE”) under the symbol “IR.” As
of January 31, 2023, there were 2,468 holders of record of our common stock. This stockholder figure does not include a
substantially greater number of holders whose shares are held of record by banks, brokers, and other financial institutions.
Dividend Policy
We declared and paid dividends of $0.08 and $0.02 per share to the holders of our common stock in the years ended
December 31, 2022 and 2021, respectively. Any future dividends will be at the discretion of our board of directors and will
depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions
contained in current or future financing instruments and other factors that our board of directors deem relevant.
Company Purchases
The following table contains detail related to the repurchase of our common stock based on the date of trade during the quarter
ended December 31, 2022.
2022 Fourth Quarter Months
Total
Number of
Shares
Purchased(1)
Average Price
Paid Per
Share(2)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs(3)
Maximum Approximate
Dollar Value of Shares that
May Yet Be Purchased Under
the Plans or Programs(3)
October 1, 2022 - October 31, 2022
November 1, 2022 - November 30, 2022
December 1, 2022 - December 31, 2022
74,700 $
— $
6 $
44.72
—
54.29
74,700 $
— $
— $
492,657,860
492,657,860
492,657,860
(1)
Includes shares of common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of certain
restricted stock units, comprised of 6 shares in the period from December 1, 2022 to December 31, 2022.
(2) The average price paid per share includes brokerage commissions.
(3) On August 24, 2021, our Board of Directors approved a share repurchase program which authorized the repurchase of up to $750.0
million of the Company’s outstanding common stock. The authorization does not have any expiration date.
ITEM 6. [Reserved]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion contains management’s discussion and analysis of our financial condition and results of operations and
should be read together with our audited consolidated financial statements and related notes to our consolidated financial
statements included elsewhere in this Form 10-K. This discussion contains forward-looking statements and involves numerous
risks and uncertainties. Our actual results may differ materially from those anticipated in any forward-looking statements as a
result of many factors, including those set forth under the “Special Note Regarding Forward-Looking Statements,” “Item 1A.
Risk Factors” and elsewhere in this Form 10-K.
Executive Overview
Our Company
Ingersoll Rand is a global market leader with a broad range of innovative and mission-critical air, fluid, energy and medical
technologies, providing services and solutions to increase industrial productivity and efficiency. We manufacture one of the
broadest and most complete ranges of compressor, pump, vacuum and blower products in our markets, which, when combined
with our global geographic footprint and application expertise, allows us to provide differentiated product and service offerings
to our customers. Our products are sold under a collection of premier, market-leading brands, including Ingersoll Rand, Gardner
Denver, Nash, CompAir, Thomas, Milton Roy, Seepex, Elmo Rietschle, ARO, Robuschi, Emco Wheaton and Runtech Systems,
which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency
and superior customer service.
23
These attributes, along with over 160 years of engineering heritage, generate strong brand loyalty for our products and foster
long-standing customer relationships, which we believe have resulted in leading market positions within each of our operating
segments. We have sales in all major geographic markets and our diverse customer base utilizes our products across a wide array
of end-markets that have favorable near- and long-term growth prospects, including industrial manufacturing, energy,
transportation, medical and laboratory sciences, food and beverage packaging and chemical processing.
Our products and services are critical to the processes and systems in which they are utilized, which are often complex and
function in harsh conditions where the cost of failure or downtime is high. However, our products and services typically
represent only a small portion of the costs of the overall systems or functions that they support. As a result, our customers place a
high value on our application expertise, product reliability and the responsiveness of our service. To support our customers and
market presence, we maintain significant global scale with 66 key manufacturing facilities, approximately 38 complementary
service and repair centers across six continents and approximately 17,000 employees worldwide as of December 31, 2022.
The process-critical nature of our product applications, coupled with the standard wear and tear replacement cycles associated
with the usage of our products, generates opportunities to support customers with our broad portfolio of aftermarket parts,
consumables and services. Customers place a high value on minimizing any time their operations are offline. As a result, the
availability of replacement parts, consumables and our repair and support services are key components of our value proposition.
Our large installed base of products provides a recurring revenue stream through our aftermarket parts, consumables and services
offerings. As a result, our aftermarket revenue is significant, representing 35.2% of total Company revenue in 2022.
Components of Our Revenue and Expenses
Revenues
We generate revenue from sales of original equipment and associated aftermarket parts, consumables and services. We sell our
products and deliver services both directly to end-users and through independent distribution channels, depending on the product
line and geography. Revenue derived from short duration contracts is recognized at a single point in time when control is
transferred to the customer, generally at shipment or when delivery has occurred or as services are performed. Certain contracts
involve significant design engineering unique to customer specifications, and depending upon the contractual terms, revenue is
recognized either over the duration of the contract or at contract completion when equipment is delivered to the customer.
Expenses
Cost of Sales
Cost of sales includes the costs we incur, including purchased materials, labor and overhead related to manufactured products
and aftermarket parts sold during a period. Depreciation related to manufacturing equipment and facilities is included in cost of
sales. Purchased materials represent the majority of costs of sales, with steel, aluminum, copper and partially finished castings
representing our most significant material inputs. Stock-based compensation expense for employees associated with the
manufacture of products or delivery of services to customers is included in cost of sales. We have instituted a global sourcing
strategy to take advantage of coordinated purchasing opportunities of key materials across our manufacturing plant locations.
Cost of sales for services includes the direct costs we incur, including direct labor, parts and other overhead costs including
depreciation of equipment and facilities, to deliver repair, maintenance and other field services to our customers.
Selling and Administrative Expenses
Selling and administrative expenses consist of (i) salaries and other employee-related expenses for our selling and administrative
functions and other activities not associated with the manufacture of products or delivery of services to customers; (ii) facility
operating expenses for selling and administrative activities, including office rent, maintenance, depreciation and insurance; (iii)
marketing and direct costs of selling products and services to customers including internal and external sales commissions; (iv)
research and development expenditures; (v) professional and consultant fees; (vi) employee related stock-based compensation
for our selling and administrative functions and (vii) other miscellaneous expenses. Certain corporate expenses, including those
related to our shared service centers in the United States and Europe, that directly benefit our businesses are allocated to our
business segments. Certain corporate administrative expenses, including corporate executive compensation, treasury, certain
information technology, internal audit and tax compliance, are not allocated to the business segments.
Amortization of Intangible Assets
Amortization of intangible assets includes the periodic amortization of intangible assets — including customer relationships,
tradenames, developed technology, backlog and internal-use software.
24
Impairment of Other Intangible Assets
Impairment of other intangible assets represents the recognition of non-cash charges to reduce the carrying value of intangible
assets other than goodwill to their fair value.
Other Operating Expense, Net
Other operating expense, net includes foreign currency transaction gains and losses, net, restructuring charges, acquisition and
other transaction related expenses and non-cash charges, losses and gains on asset disposals and other miscellaneous operating
expenses.
Provision (Benefit) for Income Taxes
The provision or benefit for income taxes includes U.S. federal, state and local income taxes and all non-U.S. income taxes. We
are subject to income tax in approximately 47 jurisdictions outside of the United States. Because we conduct operations on a
global basis, our effective tax rate depends, and will continue to depend, on the geographic distribution of our pre-tax earnings
among several different taxing jurisdictions. Our effective tax rate can also vary based on changes in the tax rates of the different
jurisdictions, the availability of tax credits and non-deductible items.
Items Affecting our Reported Results
The COVID-19 Pandemic and Related Supply Chain Disruptions
We continue to assess and actively manage the impact of the COVID-19 pandemic on our global operations and also the
operations of our suppliers and customers. In order to position ourselves to fulfill demand, we continue to monitor the supply
chain closely and take proactive steps to ensure continuity of supply. We are adhering to all state and country mandates and
guidelines wherever we operate. We have taken certain actions to reduce costs and preserve cash given the uncertain
environment. The substantial majority of our production sites have remained fully operational this year. Certain facilities,
including several manufacturing sites in China, have recently experienced interruptions in production due to outbreaks of
COVID-19 infections and subsequent government restrictions. These interruptions have contributed to component shortages and
other supply chain constraints that may limit our ability to fulfill customer orders within desired lead times, both directly in the
Asia Pacific region and indirectly in other regions. The degree to which the pandemic will continue to impact our operations, and
the operations of our customers and suppliers remains uncertain. See “The COVID-19 pandemic could have a material and
adverse effect on our business, results of operations and financial condition in the future” in Part II Item 1A. “Risk Factors”
included elsewhere in this Form 10-K.
General Economic Conditions and Capital Spending in the Industries We Serve
Our financial results closely follow changes in the industries and end-markets we serve. Demand for most of our products
depends on the level of new capital investment and planned and unplanned maintenance expenditures by our customers. The
level of capital expenditures depends, in turn, on the general economic conditions as well as access to capital at reasonable cost.
In particular, demand for our Industrial Technologies and Services products generally correlates with the rate of total industrial
capacity utilization and the rate of change of industrial production. Capacity utilization rates above 80% have historically
indicated a strong demand environment for industrial equipment. In our Industrial Technologies and Services segment, overall
economic growth and industrial production, as well as secular trends, impact demand for our products. In certain businesses of
our Precision and Science Technologies segment, we expect demand for our products to be driven by favorable trends, including
the growth in healthcare spend and expansion of healthcare systems due to an aging population requiring medical care and
increased investment in health solutions and safety infrastructures in emerging economies. Over longer time periods, we believe
that demand for all of our products also tends to follow economic growth patterns indicated by the rates of change in the GDP
around the world, as augmented by secular trends in each segment. Our ability to grow and our financial performance will also
be affected by our ability to address a variety of challenges and opportunities that are a consequence of our global operations,
including efficiently utilizing our global sales, manufacturing and distribution capabilities and engineering innovative new
product applications for end-users in a variety of geographic markets.
Foreign Currency Fluctuations
A significant portion of our revenues, approximately 56% for the year ended December 31, 2022, was denominated in currencies
other than the U.S. dollar. Because much of our manufacturing facilities and labor force costs are outside of the United States, a
significant portion of our costs are also denominated in currencies other than the U.S. dollar. Changes in foreign exchange rates
can therefore impact our results of operations and are quantified when significant to our discussion.
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Factors Affecting the Comparability of our Results of Operations
Certain factors affecting the comparability of our current and historical results of operations are summarized below.
Acquisitions
Part of our strategy for growth is to acquire complementary businesses that provide access to new technologies or geographies or
expand our offerings. While acquisitions, as discussed further in Note 4, are not individually significant or significant in the
aggregate, they may be relevant when comparing our results from period to period.
See Note 4 “Acquisitions” to our audited consolidated financial statements included elsewhere in this Form 10-K for further
discussion of these acquisitions.
Restructuring and Other Business Transformation Initiatives
We continue to implement business transformation initiatives. A key element of those business transformation initiatives was
restructuring programs within our Industrial Technologies and Services and Precision and Science Technologies segments, as
well as at the Corporate level. Restructuring charges, program related facility reorganization, relocation and other costs, and
related capital expenditures were impacted most significantly.
Subsequent to the acquisition of Ingersoll Rand Industrial, we announced a restructuring program (“2020 Plan”) to drive
efficiencies and synergies, reduce the number of facilities and optimize operating margin within the merged Company. For the
years ended December 31, 2022 and 2021, $29.3 million and $13.4 million, respectively, were charged to expense related to this
restructuring program. Through December 31, 2022, we recognized expense related to the 2020 Plan of $98.8 million, $15.6
million and $11.3 million for Industrial Technologies and Services, Precision and Science Technologies and Corporate,
respectively.
Stock-Based Compensation Expense
For the years ended December 31, 2022 and 2021, we incurred stock-based compensation expense of approximately $78.9
million and $87.2 million, respectively. The decrease from 2021 was primarily due to the $150 million equity grant to nearly
16,000 employees worldwide announced in the third quarter of 2020 becoming fully vested in the third quarter of 2022. See Note
18 “Stock-Based Compensation” to our audited consolidated financial statements included elsewhere in this Form 10-K for
further discussion around our stock-based compensation expense.
How We Assess the Performance of Our Business
We manage operations through the two business segments described above. In addition to our consolidated GAAP financial
measures, we review various non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income and Free Cash
Flow.
We believe Adjusted EBITDA and Adjusted Net Income are helpful supplemental measures to assist us and investors in
evaluating our operating results as they exclude certain items whose fluctuation from period to period do not necessarily
correspond to changes in the operations of our business. Adjusted EBITDA represents net income (loss) before interest, taxes,
depreciation, amortization and certain non-cash, non-recurring and other adjustment items. We believe that the adjustments
applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material
non-cash items and about non-recurring items that we do not expect to continue at the same level in the future. Adjusted Net
Income is defined as net income (loss) including interest, depreciation and amortization of non-acquisition related intangible
assets and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions.
We use Free Cash Flow to review the liquidity of our operations. We measure Free Cash Flow as cash flows from operating
activities less capital expenditures. We believe Free Cash Flow is a useful supplemental financial measure for us and investors in
assessing our ability to pursue business opportunities and investments and to service our debt. Free Cash Flow is not a measure
of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating activities.
Management and our board of directors regularly use these measures as tools in evaluating our operating and financial
performance and in establishing discretionary annual compensation. Such measures are provided in addition to, and should not
be considered to be a substitute for, or superior to, the comparable measures under GAAP. In addition, we believe that Adjusted
EBITDA, Adjusted Net Income and Free Cash Flow are frequently used by investors and other interested parties in the
evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted Net Income and Free Cash Flow when reporting
their results in an effort to facilitate an understanding of their operating and financial results and liquidity.
26
Adjusted EBITDA, Adjusted Net Income and Free Cash Flow should not be considered as alternatives to net income (loss) or
any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities as a
measure of our liquidity. Adjusted EBITDA, Adjusted Net Income and Free Cash Flow have limitations as analytical tools, and
you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.
Included in our discussion of our consolidated and segment results below are changes in revenues and Adjusted EBITDA on a
Constant Currency basis. Constant Currency information compares results between periods as if exchange rates had remained
constant period over period. We define Constant Currency revenues and Adjusted EBITDA as total revenues and Adjusted
EBITDA excluding the impact of foreign exchange rate movements and use it to determine the Constant Currency revenue and
Adjusted EBITDA growth on a year-over-year basis. Constant Currency revenues and Adjusted EBITDA are calculated by
translating current period revenues and Adjusted EBITDA using corresponding prior period exchange rates. These results should
be considered in addition to, not as a substitute for, results reported in accordance with GAAP. Results on a Constant Currency
basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not a measure of
performance presented in accordance with GAAP.
For further information regarding these measures, see “Non-GAAP Financial Measures” below.
Results of Continuing Operations
Consolidated results should be read in conjunction with segment results and the Segment Information notes to our audited
consolidated financial statements included elsewhere in this Form 10-K, which provide more detailed discussions concerning
certain components of our consolidated statements of operations. All intercompany accounts and transactions have been
eliminated within the consolidated results.
This section discusses our results of continuing operations for the year ended December 31, 2022 as compared to the year ended
December 31, 2021. For a discussion and analysis of the year ended December 31, 2021, compared to the same in 2020, please
refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual
Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 25, 2022.
27
Consolidated Results of Operations for the Years Ended December 31, 2022 and 2021
Consolidated Statements of Operations
Revenues
Cost of sales
Gross Profit
Selling and administrative expenses
Amortization of intangible assets
Other operating expense, net
Operating Income
Interest expense
Loss on extinguishment of debt
Other income, net
Income Before Income Taxes
Provision (benefit) for income taxes
Income (loss) on equity method investments
Income from Continuing Operations
Income from discontinued operations, net of tax
Net Income
Less: Net income attributable to noncontrolling interests
Net Income Attributable to Ingersoll Rand Inc.
Percentage of Revenues
Gross profit
Selling and administrative expenses
Operating income
Income from continuing operations
Adjusted EBITDA(1)
Other Financial Data
Adjusted EBITDA(1)
Adjusted net income(1)
Cash flows - operating activities
Cash flows - investing activities
Cash flows - financing activities
Free cash flow(1)
Year Ended December 31,
2022
2021
$ 5,916.3
3,590.7
2,325.6
1,095.8
347.6
64.9
817.3
103.2
1.1
(29.2)
742.2
149.6
0.7
593.3
15.2
608.5
3.8
604.7
$
$ 5,152.4
3,163.9
1,988.5
1,028.0
332.9
61.9
565.7
87.7
9.0
(44.0)
513.0
(21.8)
(11.4)
523.4
41.6
565.0
2.5
562.5
$
39.3 %
18.5 %
13.8 %
10.0 %
24.3 %
38.6 %
20.0 %
11.0 %
10.2 %
23.1 %
$ 1,434.8
971.7
865.4
(337.3)
(954.0)
770.8
$ 1,191.9
881.4
627.8
(1,029.4)
(1,157.0)
563.7
(1) See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable GAAP measure.
Revenues
Revenues for 2022 were $5,916.3 million, an increase of $763.9 million, or 14.8%, compared to $5,152.4 million in 2021. The
increase in revenues was primarily due to higher pricing of $420.7 million, higher organic volumes of $409.4 million, and
acquisitions of $225.5 million, partially offset by unfavorable impact of foreign currencies of $291.7 million. The percentage of
consolidated revenues derived from aftermarket parts and services was 35.2% in 2022 compared to 36.2% in 2021.
Gross Profit
Gross profit in 2022 was $2,325.6 million, an increase of $337.1 million, or 17.0%, compared to $1,988.5 million in 2021, and
as a percentage of revenues was 39.3% in 2022 and 38.6% in 2021. The increase in gross profit is primarily due to higher
pricing, higher organic volumes and acquisitions discussed above. The increase in gross profit as a percentage of revenues is
primarily due to the benefits of pricing changes in excess of inflation in material and labor costs.
28
Selling and Administrative Expenses
Selling and administrative expenses were $1,095.8 million in 2022, an increase of $67.8 million, or 6.6%, compared to $1,028.0
million in 2021. The increase in selling and administrative expenses was mainly from businesses acquired in the second half of
2021, partially offset by lower incentive compensation expense. Selling and administrative expenses as a percentage of revenues
decreased to 18.5% in 2022 from 20.0% in 2021.
Amortization of Intangible Assets
Amortization of intangible assets was $347.6 million in 2022, an increase of $14.7 million compared to $332.9 million in 2021.
The increase was primarily the result of recognizing a full year of amortization of assets acquired in the second half of 2021,
partially offset by the impact of foreign currency translation.
Other Operating Expense, Net
Other operating expense, net was $64.9 million in 2022, an increase of $3.0 million compared to $61.9 million in 2021. The
increase was primarily due to higher restructuring charges of $15.9 million and lower foreign currency transaction gains, net of
$6.1 million, partially offset by lower acquisition related expenses of $16.6 million.
Interest Expense
Interest expense was $103.2 million in 2022, an increase of $15.5 million, compared to $87.7 million in 2021. The increase was
primarily due to an increase in the weighted-average interest rate, partially offset by the prepayment of the Dollar Term Loan
Series A on September 30, 2021, the prepayment of the Euro Term Loan on June 30, 2022, and the interest rate derivative
contracts discussed in Note 19 “Hedging Activities, Derivative Instruments and Credit Risk” to our consolidated financial
statements included elsewhere in this Form 10-K. The weighted-average interest rate was approximately 3.2% in 2022 and 2.0%
in 2021.
Loss on Extinguishment of Debt
Loss on extinguishment of debt was $1.1 million in 2022, which was related to the payoff of the Euro Term Loan. Loss on
extinguishment of debt was $9.0 million in 2021, which was related to the payoff of the Dollar Term Loan Series A. See Note 11
“Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K for further details.
Other Income, Net
Other income, net, was $29.2 million in 2022, a decrease of $14.8 million compared to $44.0 million in 2021. The decrease in
other income, net was primarily due to a lower gain from settling post-acquisition contingencies in the 2022 period compared to
the 2021 period, partially offset by an increase in interest income from holdings of cash and cash equivalents.
Provision (Benefit) for Income Taxes
The provision for income taxes was $149.6 million resulting in a 20.2% effective tax rate in 2022 compared to a benefit for
income taxes of $21.8 million resulting in a 4.2% effective tax provision rate in 2021. The increase in the tax provision and the
change in the effective tax rate is primarily due to an increase in the pre-tax book income in jurisdictions with higher effective
tax rates combined with lower earnings in jurisdictions with lower tax rates. In addition, the 2021 provision and rate were
reduced by the release of unrecognized tax reserves as a result of the lapse of the limitation on statutes, a benefit associated with
the final settlement on the merger transaction, and the utilization of excess foreign tax credits as a result of restructuring benefits
recognized in 2021. All of these items were one-time impacts to the 2021 tax provision and effective tax rate.
Net Income
Net income was $608.5 million in 2022, an increase of $43.5 million compared to $565.0 million in 2021. The increase in net
income was primarily due to higher gross profit on increased revenues, partially offset by higher provision for income taxes and,
to a lesser extent, selling and administrative expenses.
Adjusted EBITDA
Adjusted EBITDA increased $242.9 million to $1,434.8 million in 2022 compared to $1,191.9 million in 2021. Adjusted
EBITDA as a percentage of revenues increased 120 basis points to 24.3% in 2022 from 23.1% in 2021. The increase in Adjusted
EBITDA was primarily due to improved pricing of $420.7 million and higher organic sales volume of $162.4 million, partially
offset by unfavorable cost inflation and product mix of $244.6 million and the unfavorable impact of foreign currencies of $72.0
29
million. The increase in Adjusted EBITDA as a percentage of revenues is primarily attributable to higher pricing and volume,
partially offset by unfavorable cost inflation and product mix.
Adjusted Net Income
Adjusted Net Income increased $90.3 million to $971.7 million in 2022 compared to $881.4 million in 2021. The increase was
primarily due to higher Adjusted EBITDA, partially offset by higher income tax provision, as adjusted and interest expense.
Non-GAAP Financial Measures
Set forth below are reconciliations of Net Income to Adjusted EBITDA and Adjusted Net Income and Cash flows from operating
activities to Free Cash Flow. For additional information regarding Adjusted EBITDA and Adjusted Net Income, see “How We
Assess the Performance of Our Business” above.
Net Income
Less: Income from discontinued operations
Less: Income tax benefit (provision) from discontinued operations
Income from continuing operations, net of tax
Plus:
Interest expense
Provision (benefit) for income taxes
Depreciation expense(a)
Amortization expense(b)
Restructuring and related business transformation costs(c)
Acquisition related expenses and non-cash charges(d)
Stock-based compensation(e)
Foreign currency transaction gains, net
Loss (income) on equity method investments
Loss on extinguishment of debt
Adjustments to LIFO inventories
Gain on settlement of post-acquisition contingencies
Other adjustments(f)
Adjusted EBITDA
Minus:
Interest expense
Income tax provision, as adjusted(g)
Depreciation expense
Amortization of non-acquisition related intangible assets
Interest income on cash and cash equivalents
Adjusted Net Income
Free Cash Flow from Continuing Operations:
Year Ended December 31,
2022
2021
$
608.5 $
0.5
14.7
593.3
103.2
149.6
81.8
347.6
32.3
40.7
85.6
(5.9)
(0.7)
1.1
36.1
(6.2)
(23.7)
565.0
121.0
(79.4)
523.4
87.7
(21.8)
85.1
332.9
18.8
65.2
95.9
(12.0)
11.4
9.0
33.2
(30.1)
(6.8)
$
$
1,434.8 $
1,191.9
103.2 $
267.3
81.8
18.8
(8.0)
87.7
120.7
85.1
17.0
—
$
971.7 $
881.4
Cash flows from operating activities from continuing operations
$
865.4 $
627.8
Minus:
Capital expenditures
Free Cash Flow from Continuing Operations
94.6
770.8 $
64.1
563.7
$
(a) Depreciation expense excludes $3.4 million and $4.1 million of depreciation of rental equipment for the years ended December 31,
2022 and 2021, respectively.
30
(b) Represents $328.8 million and $315.9 million of amortization of intangible assets arising from acquisitions (customer relationships,
technology, tradenames and backlog) and $18.8 million and $17.0 million of amortization of non-acquisition related intangible
assets, in each case for the years ended December 31, 2022 and 2021, respectively.
(c) Restructuring and related business transformation costs consisted of the following.
Restructuring charges
Facility reorganization, relocation and other costs
Other, net
Total restructuring and related business transformation costs
Year Ended December 31,
2022
2021
$
$
29.3 $
3.0
—
32.3 $
13.4
3.1
2.3
18.8
(d) Represents costs associated with successful and abandoned acquisitions, including third-party expenses, post-closure integration
costs (including certain incentive and non-incentive cash compensation costs), and non-cash charges and credits arising from fair
value purchase accounting adjustments.
(e) Represents stock-based compensation expense recognized for the year ended December 31, 2022 of $78.9 million and associated
employer taxes of $6.7 million.
Represents stock-based compensation expense recognized for the year ended December 31, 2021 of $87.2 million and associated
employer taxes of $8.7 million.
(f)
Includes (i) effects of the amortization of prior service costs and amortization of losses in pension and other postemployment
(“OPEB”) expense, (ii) interest income on cash and cash equivalents and (iii) other miscellaneous adjustments.
(g) Represents our income tax provision adjusted for the tax effect of pre-tax items excluded from Adjusted Net Income and the removal
of applicable discrete tax items. The tax effect of pre-tax items excluded from Adjusted Net Income is computed using the statutory
tax rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences
and valuation allowances. Discrete tax items include changes in tax laws or rates, changes in uncertain tax positions relating to prior
years and changes in valuation allowances.
The income tax provision, as adjusted for each of the periods presented below consists of the following.
Provision (benefit) for income taxes
Tax impact of pre-tax income adjustments
Discrete tax items
Income tax provision, as adjusted
Segment Results
Year Ended December 31,
2022
2021
$
$
149.6 $
107.3
10.4
267.3 $
(21.8)
97.6
44.9
120.7
We report our business into two segments: Industrial Technologies and Services and Precision and Science Technologies. Our
Corporate operations (as described below) are not discussed separately as any results that had a significant impact on operating
results are included in the consolidated results discussion above.
We evaluate the performance of our segments based on Segment Revenues and Segment Adjusted EBITDA. Segment Adjusted
EBITDA is indicative of operational performance and ongoing profitability. Our management closely monitors Segment
Adjusted EBITDA to evaluate past performance and identify actions required to improve profitability.
The segment measurements provided to, and evaluated by, the Chief Operating Decision Maker (“CODM”) are described in
Note 23 “Segment Information” to our audited consolidated financial statements included elsewhere in this Form 10-K.
Included in our discussion of our segment results below are changes in Segment Revenues and Segment Adjusted EBITDA on a
Constant Currency basis. Constant Currency information compares results between periods as if exchange rates had remained
constant period over period. We define Constant Currency as changes in Segment Revenues and Segment Adjusted EBITDA
excluding the impact of foreign exchange rate movements. We use these measures to determine the Constant Currency Segment
Revenues and Segment Adjusted EBITDA growth on a year-on-year basis. Constant Currency Segment Revenues and Segment
Adjusted EBITDA are calculated by translating current period Segment Revenues and Segment Adjusted EBITDA using prior
period exchange rates. These results should be considered in addition to, not as a substitute for, results reported in accordance
with GAAP. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used
by other companies and are not a measure of performance presented in accordance with GAAP.
Segment Results for Years Ended December 31, 2022 and 2021
The following tables display Segment Order, Segment Revenues, Segment Adjusted EBITDA and Segment Adjusted EBITDA
Margin (Segment Adjusted EBITDA as a percentage of Segment Revenues) for each of our Segments and illustrates, on a
31
percentage basis, the impact of foreign currency fluctuations on Segment Orders, Segment Revenues and Segment Adjusted
EBITDA growth.
Industrial Technologies and Services Segment Results
Segment Orders
Segment Revenues
Segment Adjusted EBITDA
Segment Adjusted EBITDA Margin
2022 vs. 2021
Years Ended December 31,
2022
5,120.1
4,705.1
1,214.0
$
$
$
2021
4,678.8
4,161.0
1,033.7
$
$
$
25.8 %
24.8 %
Percent Change
2022 vs. 2021
9.4 %
13.1 %
17.4 %
100 bps
Segment Orders for 2022 were $5,120.1 million, an increase of $441.3 million, or 9.4%, compared to $4,678.8 million in 2021.
The increase in Segment Orders was primarily due to organic growth of $633.3 million or 13.5% and acquisitions of $49.4
million or 1.1%, partially offset by unfavorable impact of foreign currencies of $241.4 million or 5.2%.
Segment Revenues for 2022 were $4,705.1 million, an increase of $544.1 million, or 13.1%, compared to $4,161.0 million in
2021. The increase in Segment Revenues was primarily due to higher organic sales volumes of $375.5 million or 9.0%,
improved pricing of $352.3 million or 8.5%, and acquisitions of $44.4 million or 1.1%, partially offset by unfavorable impact of
foreign currencies of $228.1 million or 5.5%. The percentage of Segment Revenues derived from aftermarket parts and service
was 39.4% in 2022 compared to 40.7% in 2021.
Segment Adjusted EBITDA in 2022 was $1,214.0 million, an increase of $180.3 million, or 17.4%, from $1,033.7 million in
2021. Segment Adjusted EBITDA Margin increased 100 bps to 25.8% from 24.8% in 2021. The increase in Segment Adjusted
EBITDA was primarily due to improved pricing of $352.3 million or 34.1%, higher organic sales volumes of $147.2 million or
14.2%, and acquisitions of $8.4 million or 0.8%, partially offset by unfavorable cost inflation and product mix of $205.1 million
or 19.8%, unfavorable impact of foreign currencies of $57.9 million or 5.6%, and higher selling and administrative expenses of
$64.5 million or 6.2%.
Precision and Science Technologies Segment Results
Segment Orders
Segment Revenues
Segment Adjusted EBITDA
Segment Adjusted EBITDA Margin
2022 vs. 2021
Years Ended December 31,
2022
1,247.5
1,211.2
347.5
$
$
$
2021
1,085.7
991.4
291.4
$
$
$
28.7 %
29.4 %
Percent Change
2022 vs. 2021
14.9 %
22.2 %
19.3 %
(70) bps
Segment Orders for 2022 were $1,247.5 million, an increase of $161.8 million, or 14.9%, compared to $1,085.7 in 2021. The
increase in Segment Orders was primarily due to acquisitions of $203.5 million or 18.7% and organic growth of $23.5 million or
2.2%, partially offset by unfavorable impact of foreign currencies of $65.2 million or 6.0%.
Segment Revenues for 2022 were $1,211.2 million, an increase of $219.8 million, or 22.2%, compared to $991.4 million in
2021. The increase in Segment Revenues was primarily due to acquisitions of $181.1 million or 18.3%, improved pricing of
$68.4 million or 6.9%, and higher volume of $33.9 million or 3.4%, partially offset by unfavorable impact of foreign currencies
of $63.6 million or 6.4%. The percentage of Segment Revenues derived from aftermarket parts and service was 19.1% in 2022
compared to 17.1% in 2021.
Segment Adjusted EBITDA in 2022 was $347.5 million, an increase of $56.1 million, or 19.3%, from $291.4 million in 2021.
Segment Adjusted EBITDA Margin decreased 70 bps to 28.7% from 29.4% in 2021. The increase in Segment Adjusted
EBITDA was due primarily to improved pricing of $68.4 million or 23.5%, acquisitions of $38.7 million or 13.3%, and higher
organic sales volumes of $15.2 million or 5.2%, partially offset by unfavorable cost inflation and product mix of $38.2 million or
13.1%, unfavorable impact of foreign currencies of $18.3 million or 6.3%, and higher selling and administrative expenses of
$11.7 million or 4.0%.
32
Results of Discontinued Operations
Results of Discontinued Operations - SVT
The following table presents selected Consolidated Results of Operations of our business for the years ended December 31, 2022
and 2021.
Revenues
Cost of sales
Gross profit
Selling and administrative expenses
Amortization of intangible assets
Gain on sale
Other operating expense, net
Income Before Income Taxes
Provision (benefit) for income taxes
Income from Discontinued Operations, Net of Tax
Years Ended December 31,
2022
2021
$
6.6 $
6.5
0.1
0.1
—
(2.8)
0.7
2.1
(13.2)
$
15.3 $
430.9
321.3
109.6
35.7
10.4
(298.3)
18.1
343.7
87.1
256.6
The change in income from discontinued operations for the year ended December 31, 2022 compared to 2021 is primarily due to
the substantial completion of the sale of SVT on June 1, 2021.
Results of Discontinued Operations - HPS
The following table presents selected Consolidated Results of Operations of our business for the years ended December 31, 2022
and 2021.
Revenues
Cost of sales
Gross profit
Selling and administrative expenses
Amortization of intangible assets
Loss on sale
Other operating expense, net
Loss Before Income Taxes
Benefit for income taxes
Years Ended December 31,
2022
2021
$
— $
—
—
—
—
—
1.6
(1.6)
(1.5)
71.9
60.2
11.7
5.3
2.4
207.7
19.0
(222.7)
(7.7)
Loss from Discontinued Operations, Net of Tax
$
(0.1) $
(215.0)
The change in results from discontinued operations for the year ended December 31, 2022 compared to 2021 is primarily due to
the substantial completion of the sale of HPS on April 1, 2021. The remaining activities mainly represent expenses incurred to
finalize separation and fulfill transition services.
33
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Liquidity and Capital Resources
Our investment resources include cash on hand, cash generated from operations and borrowings under our Revolving Credit
Facility. We also have the ability to seek additional secured and unsecured borrowings, subject to Credit Agreement restrictions.
For a description of our material indebtedness, see Note 11 “Debt” to our audited consolidated financial statements included
elsewhere in this Form 10-K.
As of December 31, 2022, we had no outstanding borrowings, no outstanding letters of credit under the New Revolving Credit
Facility and unused availability of $1,100.0 million.
As of December 31, 2022, we were in compliance with all of our debt covenants and no event of default had occurred or was
ongoing.
Liquidity
Our liquidity needs primarily arise from working capital needs for normal operating costs, servicing debt, funding acquisitions
and capital expenditures.
Cash and cash equivalents
Short-term borrowings and current maturities of long-term debt
Long-term debt
Total debt
Year Ended December 31,
2022
2021
1,613.0 $
2,109.6
36.5 $
38.8
2,716.1
3,401.8
2,752.6 $
3,440.6
$
$
$
We can increase the borrowing availability under the Senior Secured Credit Facilities by up to $1,600.0 million in the form of
additional commitments under the Revolving Credit Facility and/or incremental term loans plus an additional amount so long as
we do not exceed a specified senior secured leverage ratio. We can incur additional secured indebtedness under the Senior
Secured Credit Facilities if certain specified conditions are met under the credit agreement governing the Senior Secured Credit
Facilities. Our liquidity requirements are significant primarily due to debt service requirements. See Note 11 “Debt” to our
audited consolidated financial statements included elsewhere in this Form 10-K for further details.
Our principal sources of liquidity have been existing cash and cash equivalents, cash generated from operations and borrowings
under the Senior Secured Credit Facilities. Our principal uses of cash will be to provide working capital, meet debt service
requirements, fund capital expenditures and finance strategic plans, including possible acquisitions. We may also seek to finance
capital expenditures under capital leases or other debt arrangements that provide liquidity or favorable borrowing terms. We
continue to consider acquisition opportunities, but the size and timing of any future acquisitions and the related potential capital
requirements cannot be predicted. In the event that suitable businesses are available for acquisition upon acceptable terms, we
may obtain all or a portion of the necessary financing through the incurrence of additional long-term borrowings. We may from
time to time, seek to repay loans that we have borrowed, including the borrowings under the Senior Secured Credit Facilities.
Based on our current level of operations and available cash, we believe our cash flow from operations, together with availability
under the Revolving Credit Facility, will provide sufficient liquidity to fund our current obligations, projected working capital
requirements, debt service requirements and capital spending requirements for the foreseeable future. Our ability to do so
depends on, among other factors, prevailing economic conditions, many of which are beyond our control. In addition, upon the
occurrence of certain events, such as a change in control, we could be required to repay or refinance our indebtedness. We may
not be able to refinance any of our indebtedness, including the Senior Secured Credit Facilities, on commercially reasonable
terms or at all. Any future acquisitions, joint ventures, or other similar transactions may require additional capital and there can
be no assurance that any such capital will be available to us on acceptable terms or at all.
We may from time to time repurchase shares of our common stock in the open market at prevailing market prices (including
through a Rule 10b5-1 plan), in privately negotiated transactions, a combination thereof or through other transactions. The actual
timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of our
stock, general market and economic conditions, our liquidity requirements, applicable legal requirements and other business
considerations.
A substantial portion of our cash is in jurisdictions outside the United States. We do not assert ASC 740-30 (formerly APB 23)
indefinite reinvestment of our historical non-U.S. earnings or future non-U.S. earnings. The Company records a deferred foreign
tax liability to cover all estimated withholding, state income tax and foreign income tax associated with repatriating all non-U.S.
36
earnings back to the United States. Our deferred income tax liability as of December 31, 2022 is $32.4 million which consists
mainly of withholding taxes.
Working Capital
Net Working Capital
Current assets
Less: Current liabilities
Net working capital
Operating Working Capital
Accounts receivable
Plus: Inventories (excluding LIFO)
Plus: Contract assets
Less: Accounts payable
Less: Contract liabilities
Operating working capital
For the Years Ended
December 31,
2022
2021
3,967.3 $
1,674.0
2,293.3 $
4,114.9
1,467.7
2,647.2
1,122.0 $
1,085.9
70.6
778.7
305.6
1,194.2 $
948.6
878.6
60.8
670.5
242.1
975.4
$
$
$
$
Net working capital decreased $353.9 million to $2,293.3 million as of December 31, 2022 from $2,647.2 million as of
December 31, 2021. Operating working capital increased $218.8 million to $1,194.2 million as of December 31, 2022 from
$975.4 million as of December 31, 2021. Operating working capital as of December 31, 2022 was 20.2% of 2022 revenues as
compared to 18.9% as of December 31, 2021 as a percentage of 2021 revenues. The increase in operating working capital was
primarily due to higher inventories and higher accounts receivable, partially offset by higher accounts payable and higher
contract liabilities. The increase in inventory was primarily attributable to additions to inventory to fulfill increased demand for
certain products and to acquisitions completed in 2022. The increase in accounts receivable was primarily due to the increase in
revenue in the fourth quarter of 2022 compared to the fourth quarter of 2021 and to acquisitions completed in 2022. The increase
in accounts payable was primarily due to the timing of vendor cash disbursements. The increase in contract liabilities was
primarily due to the higher volume of engineered to order contracts.
Cash Flows
The following table reflects the major categories of cash flows for the years ended December 31, 2022 and 2021, respectively.
Cash flows provided by (used in) continuing operations:
Cash flows provided by operating activities
Cash flows used in investing activities
Cash flows used in financing activities
Net cash provided by (used in) discontinued operations
Free cash flow (1)
2022
2021
$
865.4 $
627.8
(337.3)
(954.0)
(0.7)
770.8
(1,029.4)
(1,157.0)
1,931.4
563.7
(1) See “Non-GAAP Financial Measures” for a reconciliation to the most directly comparable GAAP measure.
Operating activities
Cash provided by operating activities increased $237.6 million to $865.4 million in 2022 from $627.8 million in 2021, primarily
due to a decrease in cash paid for income taxes of $246.4 million and higher income from continuing operations partially offset
by cash used in operating working capital.
Operating working capital used cash of $237.2 million in 2022 compared to using cash of $3.0 million in 2021. Changes in
account receivables used cash of $195.2 million in 2022 compared to using cash of $62.5 million in 2021. Changes in contract
assets used cash of $9.8 million in 2022 compared to using cash of $0.4 million in 2021. Changes in inventory used cash of
$225.6 million in 2022 compared to using cash of $134.4 million in 2021. Changes in accounts payable generated cash of $120.4
million in 2022 compared to generating cash of $118.2 million in 2021. Changes in contract liabilities generated cash of $73.0
million in 2022 compared to generating cash of $76.1 million in 2021.
37
Investing activities
Cash flows used in investing activities included capital expenditures of $94.6 million (1.6% of consolidated revenues) and $64.1
million (1.2% of consolidated revenues) in 2022 and 2021, respectively. We expect capital expenditures will be approximately
2% of consolidated revenues in 2023. Net cash paid in acquisitions was $246.8 million and $974.8 million in 2022 and 2021,
respectively. Net proceeds from the disposal of property, plant and equipment were $9.5 million in 2021.
Financing activities
Cash used in financing activities of $954.0 million in 2022 is primarily due to repayments of long-term debt of $655.6 million,
purchases of treasury stock of $261.1 million, and cash dividends on common stock of $32.4 million, partially offset by proceeds
from stock option exercises of $19.3 million.
Cash used in financing activities of $1,157.0 million in 2021 is primarily due to purchases of treasury stock of $736.8 million,
repayments of long-term debt of $435.7 million, and cash dividends on common stock of $8.2 million, partially offset by
proceeds from stock option exercises of $23.7 million.
Discontinued Operations
Cash provided by (used in) discontinued operations decreased $1,932.1 million to $(0.7) million in 2022 from $1,931.4 million
in 2021, primarily due to the sales being substantially completed in the second quarter of 2021. Cash used in discontinued
operations in 2022 related primarily to separation related expenses.
Free cash flow
Free cash flow increased $207.1 million to $770.8 million in 2022 from $563.7 million in 2021 primarily due to the increase in
cash provided by operating activities discussed above.
Purchase Obligations
Purchase obligations consist primarily of agreements to purchase inventory or services made in the normal course of business to
meet operational requirements. As of December 31, 2022, the Company had purchase obligations of $444.3 million, with $388.3
million payable in the next 12 months. The purchase obligation amounts do not represent the entire anticipated purchases in the
future, but represent only those items for which we are contractually obligated as of December 31, 2022. For this reason, these
amounts will not provide a complete and reliable indicator of our expected future cash outflows.
Contingencies
We are a party to various legal proceedings, lawsuits and administrative actions, which are of an ordinary or routine nature for a
company of our size and in our sector. We believe that such proceedings, lawsuits and administrative actions will not materially
adversely affect our operations, financial condition, liquidity or competitive position. We have accrued liabilities and other
liabilities on our consolidated balance sheet, including a total litigation reserve of $137.9 million as of December 31, 2022 with
respect to potential liability arising from our asbestos-related litigation. Other than our asbestos-related litigation reserves,
liabilities on our consolidated balance sheet related to legal proceedings, lawsuits and administrative actions are not significant.
A more detailed discussion of certain of these proceedings, lawsuits and administrative actions is set forth in “Item 3. Legal
Proceedings.”
Critical Accounting Estimates
Accounting estimates discussed in this section are those that we consider to be the most critical to an understanding of our
consolidated financial statements because they involve significant judgments and uncertainties. These estimates reflect our best
judgment about current, and for some estimates, future economic and market conditions and their effect based on information
available as of the date of these consolidated financial statements. If these conditions change from those expected, it is
reasonably possible that the judgments and estimates described below could change, which may result in future impairments of
goodwill, intangibles and long-lived assets, increases in reserves for contingencies, establishment of valuation allowances on
deferred tax assets and increase in tax liabilities, among other effects. Also see Note 1 “Summary of Significant Accounting
Policies” to our audited consolidated financial statements included elsewhere in this Form 10-K, which discusses the significant
accounting policies that we have selected from acceptable alternatives.
38
Business Combinations
We apply the acquisition method of accounting with respect to the identifiable assets and liabilities of a business combination
and record the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The excess of the
cost of the acquired business and the fair value of the assets acquired and liabilities assumed is recognized as goodwill. Estimates
of fair value represent management’s best estimate of assumptions and about future events and uncertainties, including
significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions
including royalty rates, customer attrition rates and others. Inputs used are generally obtained from historical data supplemented
by current and anticipated market conditions and growth rates.
Significant judgment is required in estimating the fair value of identifiable intangible assets and in assigning their respective
useful lives. The fair value estimates are based on historical information and on future expectations and assumptions deemed
reasonable by management, but which are inherently uncertain. See Note 4 “Acquisitions” to our consolidated financial
statements included elsewhere in this Form 10-K for further information regarding the fair value determination of each of the
classes of identifiable intangible assets. Determining the useful life of an intangible asset also requires judgment. Certain
intangibles are expected to have indefinite lives while certain other identifiable intangible assets have determinable lives. The
useful lives of identifiable intangibles with determinable useful lives are based on a variety of factors, including but not limited
to, the competitive environment, product cycles, order life cycles, historical customer attrition rates, market share, operating
plans and the macroeconomic environment. The costs of determinable-lived intangible assets are amortized to expense over the
estimated useful life.
Impairment of Goodwill and Other Identified Intangible Assets
We test goodwill for impairment annually in the fourth quarter of each year using data as of October 1 of that year and whenever
events or changes in circumstances indicate that the carrying value may not be recoverable. The impairment test consists of
comparing the fair value of the reporting unit to the carrying value of the reporting unit. An impairment charge is recognized for
the amount by which the carrying amount exceeds the reporting unit’s fair value; provided, the loss recognized cannot exceed the
total amount of goodwill allocated to the reporting unit. If applicable, we consider income tax effects from any tax deductible
goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. We determined fair values
for all of the reporting units using a combination of the income and market multiples approaches which are weighted 75% and
25%, respectively.
Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an
appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term
future growth rates based on our most recent views of the long-term outlook for each business. Actual results may differ from
those assumed in our forecasts. We derive our discount rates using a capital asset pricing model and analyzing published rates for
industries relevant to our reporting units to estimate the cost of equity financing. We use discount rates that are commensurate
with the risks and uncertainty inherent in the respective businesses and in our internally developed forecasts. Discount rates used
in our 2022 reporting unit valuations ranged from 9.5% to 10.5%. Additionally, we assumed 3.5% terminal growth rates for all
reporting units, except a single reporting unit in which we determined it most appropriate to assume a 2.5% terminal growth rate
due to it being closely aligned to the GDP percentage growth rate.
Under the market multiples approach, fair value is determined based on multiples derived from the stock prices of publicly
traded guideline companies to develop a business enterprise value (“BEV”) for our reporting units. The application of the market
multiples method entails the development of book value multiples based on the market value of the guideline companies. The
multiples are developed by first calculating the market value of equity of the guideline companies and then adjusting these
multiples for cash and debt to arrive at a BEV multiple. Identifying appropriate guideline companies and computing appropriate
market multiples is subjective. We considered various public companies that had reasonably similar qualitative factors as our
reporting units while also considering quantitative factors such as revenue growth, profitability and total assets.
The excess of the estimated fair value over the carrying value for all reporting units was a minimum of 32%, and therefore, no
impairments were recorded.
We test intangible assets with indefinite lives for impairment annually utilizing a discounted cash flow valuation referred to as
the relief from royalty method. We estimated forecasted revenues for a period of five years with discount rates ranging from
10.0% to 11.0%, terminal growth rates of 2.5% to 3.5%, and royalty rates ranging from 0.5% to 4.0%. There were no
impairments identified or recognized during the year ended December 31, 2022.
We review identified intangible assets with defined useful lives and subject to amortization for impairment whenever events or
changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment
39
loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the
asset.
Also see Note 9 “Goodwill and Other Intangible Assets” to our audited consolidated financial statements included elsewhere in
this Form 10-K.
Income Taxes
Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in the various
jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respective
governmental taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax
positions, including evaluating uncertainties. We review our tax positions quarterly and adjust the balances as new information
becomes available.
The Tax Cuts and Jobs Act (“Tax Act”), enacted on December 22, 2017, created a new requirement that certain income (i.e.,
Global intangible low taxed income (“GILTI”)) earned by controlled foreign corporations (“CFC”) must be included currently in
the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder’s “net CFC tested income” over the net
deemed tangible income return, which is currently defined as the excess of (1) 10% of the aggregate of the U.S. shareholder’s
pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the
amount of certain interest expense taken into account in the determination of net CFC-tested income.
Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S.
inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2)
factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). The Company has
determined that it will follow the period cost method (option 1 above). The Company recorded a tax expense of $2.5 million in
2022 for the GILTI provisions of the Tax Act.
Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such
assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as
from net operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by
assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences,
forecasted operating earnings and available tax planning strategies. These sources of income rely heavily on estimates. To the
extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established.
Amounts recorded for deferred tax assets related to tax attribute carryforwards, net of valuation allowances, were $58.9 million
and $38.0 million as of December 31, 2022 and 2021, respectively, with the increase due to the creation of attributes in the
current year.
Loss Contingencies
Loss contingencies are uncertain and unresolved matters that arise in the ordinary course of business and result from events or
actions by others that have the potential to result in a future loss. Such contingencies include, but are not limited to, asbestos and
silica related litigation, environmental obligations and losses resulting from other events and developments.
When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the
ultimate loss. When there appears to be a range of possible costs with equal likelihood, liabilities are based on the low-end of
such range. However, the likelihood of a loss with respect to a particular contingency is often difficult to predict and determining
a meaningful estimate of the loss or a range of loss may not be practicable based on the information available and the potential
effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency. In particular,
as it relates to estimating asbestos and silica contingencies, there are a number of key variables and assumptions including the
number and type of new claims to be filed each year, the resolution or outcome of these claims, the average cost of resolution of
each new claim, the amount of insurance available, allocation methodologies, the contractual terms with each insurer with whom
we have reached settlements, the resolution of coverage issues with other excess insurance carriers with whom we have not yet
achieved settlements and the solvency risk with respect to our insurance carriers. Moreover, it is not uncommon for such matters
to be resolved over many years, during which time relevant developments and new information must be continuously evaluated
to determine both the likelihood of potential loss and whether it is possible to reasonably estimate a range of possible loss. When
a loss is probable but a reasonable estimate cannot be made, disclosure is provided.
Disclosure also is provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the
amount of a loss will exceed the recorded provision. We regularly review all contingencies to determine whether the likelihood
of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. As discussed above,
development of a meaningful estimate of loss or a range of potential loss is complex when the outcome is directly dependent on
40
negotiations with or decisions by third parties, such as regulatory agencies, the court system and other interested parties. Such
factors bear directly on whether it is possible to reasonably estimate a range of potential loss and boundaries of high and low.
Recent Accounting Pronouncements
See Note 2 “New Accounting Standards” to our audited consolidated financial statements included elsewhere in this Form 10-K
for a discussion of recent accounting standards.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
We are exposed to interest rate risk as a result of our variable-rate borrowings. We manage our exposure to interest rate risk by
maintaining a mixture of fixed and variable debt, and use pay-fixed interest rate swaps and interest rate caps as cash flow hedges
of our variable rate debt in order to adjust the relative fixed and variable portions.
As of December 31, 2022, we had variable rate debt outstanding of $2,749.8 million, substantially all of which was incurred
under our Senior Secured Credit Facility, under which an aggregate of $2,749.8 million was outstanding under the
$1,900.0 million Dollar Term Loan B and $927.6 million Dollar Term Loan. Based on prevailing rates at December 31, 2022,
the weighted average interest rate was approximately 5.9%.
The Dollar Term Loan B and Dollar Term Loan bear interest primarily based on SOFR plus a spread and are subject to a 0%
SOFR base rate floor. Thus, the interest rate on the Dollar Term Loan B and Dollar Term Loan will fluctuate when SOFR,
exceeds that percentage. As of December 31, 2022, SOFR was higher than the 0% floor.
We use interest rate swaps and interest rate caps to offset or mitigate our exposure to interest rate movements. These outstanding
interest rate swap and interest rate cap contracts qualify and are designated as cash flow hedges of forecasted SOFR-based
interest payments. As of December 31, 2022, we were a fixed rate payer on two fixed-floating interest rate swap contracts that
effectively fixed the SOFR-based index used to determine the interest rates charged on our SOFR-based variable rate borrowings
and we have three interest rate cap contracts that effectively limit the SOFR-based index used to determine the interest rates
charged on a total of $1,000.0 million of the Company’s SOFR-based variable rate borrowings to 4.0%. See Note 19 “Hedging
Activities, Derivative Instruments and Credit Risk” to our audited consolidated financial statements included elsewhere in this
Form 10-K.
The following table presents the impact of hypothetical changes in market interest rates across the yield curve by 100 basis
points, including the effect of our interest rate swaps and caps for the years ended December 31, 2022 and 2021 on our interest
expense.
Increase (decrease) in market interest rates
100 basis points
(100) basis points(1)
2022
2021
$
12.3 $
(21.4)
30.1
(2.5)
(1) A decrease in interest rates would not have impacted our interest expense in 2022 or 2021 on EURO debt which was lower than the
0% base rate floor under the Senior Secured Credit Facility for the entire fiscal year 2022 and 2021, but would have impacted interest
expense in 2022 and 2021 on SOFR or LIBOR debt, for the respective period, which was higher than the 0% based rate floors under
the Senior Secured Credit Facility for the year ended December 31, 2022 and 2021.
Foreign Currency Risk
We are exposed to foreign currency risks that arise from our global business operations. Changes in foreign currency exchange
rates affect the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with
intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a subsidiary’s functional
currency. In 2022 and 2021, the relative strengthening of the U.S. dollar against foreign currencies had a unfavorable impact on
our revenues and results of operations. While future changes in foreign currency exchange rates are difficult to predict, our
revenues and earnings may be adversely affected if the U.S. dollar strengthens against foreign currencies.
We seek to minimize our exposure to foreign currency risks through a combination of normal operating activities, including by
conducting our international business operations primarily in their functional currencies to match expenses with revenues and the
use of foreign currency forward exchange contracts and net investment hedges. In addition, to mitigate the risk arising from
entering into transactions in currencies other than our functional currencies, we typically settle intercompany trading balances at
least quarterly.
41
The table below presents the percentage of revenues and gross profit by functional currency for the years ended December 31,
2022 and 2021.
U.S. Dollar
Euro
Chinese Renminbi British Pound
Other
Year Ended December 31, 2022
Revenues
Gross profit
Year Ended December 31, 2021
Revenues
Gross profit
44 %
44 %
41 %
42 %
25 %
26 %
27 %
28 %
15 %
17 %
16 %
17 %
4 %
3 %
4 %
3 %
12 %
10 %
12 %
10 %
We utilize foreign currency denominated debt obligations supplemented from time to time with cross currency interest rate
swaps designated as net investment hedges to selectively hedge portions of our investment in non-U.S. subsidiaries. The
currency effects of the designated debt obligations and cross currency interest rate swaps are reflected in accumulated other
comprehensive income within our stockholders’ equity, where they partially offset the currency translation effects of our
investments in non-U.S. subsidiaries, which in turn partially offset gains and losses recorded on our net investments globally.
These currency translation effects and offsetting impacts of our derivatives for the years ended December 31, 2022 and 2021 are
summarized in Note 14 “Accumulated Other Comprehensive Income (Loss)” to our audited consolidated financial statements
included elsewhere in this Form 10-K.
We also enter into foreign currency forward contracts to manage the risk arising from transaction gains and losses associated
with intercompany loans with foreign subsidiaries. Our foreign currency forward contracts are typically short-term and are rolled
forward as necessary upon settlement. As of December 31, 2022, we were party to three foreign currency forward contracts, all
of which are carried on our balance sheet at fair value. See Note 19 “Hedging Activities, Derivative Instruments and Credit
Risk” to our audited consolidated financial statements included elsewhere in this Form 10-K.
The table below presents, for the year ended December 31, 2022, the hypothetical effect of a 10% appreciation in the average
exchange rate of the U.S. dollar relative to the principal foreign currencies in which our revenues and gross profit are
denominated.
Revenues
Gross profit
Year Ended December 31, 2022
Chinese Renminbi
British Pound
Euro
$
148.7 $
60.1
90.3 $
39.9
24.3
7.9
42
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Note 1: Summary of Significant Accounting Policies
Note 2: New Accounting Standards
Note 3: Discontinued Operations
Note 4: Acquisitions
Note 5: Restructuring
Note 6: Allowance for Credit Losses
Note 7: Inventories
Note 8: Property, Plant and Equipment
Note 9: Goodwill and Other Intangible Assets
Note 10: Accrued Liabilities
Note 11: Debt
Note 12: Benefit Plans
Note 13: Stockholders’ Equity and Noncontrolling Interests
Note 14: Accumulated Other Comprehensive Income (Loss)
Note 15: Revenue from Contracts with Customers
Note 16: Income Taxes
Note 17: Leases
Note 18: Stock-Based Compensation Plans
Note 19: Hedging Activities, Derivative Instruments and Credit Risk
Note 20: Fair Value Measurements
Note 21: Contingencies
Note 22: Other Operating Expense
Note 23: Segment Reporting
Note 24: Earnings Per Share
Note 25: Subsequent Events
44
45
46
47
48
50
55
55
57
62
62
63
63
63
65
65
69
76
76
78
80
83
86
89
92
94
96
96
98
99
Report Of Independent Registered Public Accounting Firm (PCAOB ID 34)
100
43
INGERSOLL RAND INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
Revenues
Cost of sales
Gross Profit
Selling and administrative expenses
Amortization of intangible assets
Impairment of other intangible assets
Other operating expense, net
Operating Income
Interest expense
Loss on extinguishment of debt
Other income, net
Income (Loss) Before Income Taxes
Provision (benefit) for income taxes
Income (loss) on equity method investments
Income (Loss) from Continuing Operations
Income from discontinued operations, net of tax
Net Income (Loss)
Less: Net income attributable to noncontrolling interests
For the Years Ended December 31,
2020
2021
2022
$
5,916.3 $
5,152.4 $
3,973.2
3,590.7
2,325.6
1,095.8
347.6
—
64.9
817.3
103.2
1.1
(29.2)
742.2
149.6
0.7
593.3
15.2
608.5
3.8
3,163.9
1,988.5
1,028.0
332.9
—
61.9
565.7
87.7
9.0
(44.0)
513.0
(21.8)
(11.4)
523.4
41.6
565.0
2.5
2,568.3
1,404.9
789.3
335.1
19.9
201.0
59.6
111.1
2.0
(8.1)
(45.4)
11.4
—
(56.8)
24.4
(32.4)
0.9
Net Income (Loss) Attributable to Ingersoll Rand Inc.
$
604.7 $
562.5 $
(33.3)
Amounts attributable to Ingersoll Rand Inc. common stockholders:
Income (loss) from continuing operations, net of tax
Income from discontinued operations, net of tax
Net income (loss) attributable to Ingersoll Rand Inc.
Basic earnings (loss) per share of common stock:
Earnings (loss) from continuing operations
Earnings from discontinued operations
Net earnings (loss)
Diluted earnings (loss) per share of common stock:
Earnings (loss) from continuing operations
Earnings from discontinued operations
Net earnings (loss)
$
$
$
589.5 $
520.9 $
15.2
41.6
604.7 $
562.5 $
1.45 $
1.26 $
0.04
1.49
0.10
1.36
$
1.44 $
1.24 $
0.04
1.47
0.10
1.34
(57.7)
24.4
(33.3)
(0.15)
0.06
(0.09)
(0.15)
0.06
(0.09)
The accompanying notes are an integral part of these consolidated financial statements.
44
INGERSOLL RAND INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
For the Years Ended December 31,
2020
2021
2022
Comprehensive Income Attributable to Ingersoll Rand Inc.
Net income (loss) attributable to Ingersoll Rand Inc.
$
604.7 $
562.5 $
(33.3)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net
Unrecognized gain on cash flow hedges
Pension and other postretirement prior service cost and gain (loss), net
Other comprehensive income (loss), net of tax
Comprehensive income attributable to Ingersoll Rand Inc.
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests
Other comprehensive loss, net of tax:
Foreign currency translation adjustments, net
Total other comprehensive loss, net of tax
Comprehensive income (loss) attributable to noncontrolling interests
Total Comprehensive Income
(252.9)
(103.0)
268.2
16.0
26.8
—
48.7
(210.1)
(54.3)
394.6 $
508.2 $
10.9
(8.9)
270.2
236.9
3.8 $
2.5 $
0.9
(7.2)
(7.2)
(3.4) $
(2.3)
(2.3)
0.2 $
(1.4)
(1.4)
(0.5)
391.2 $
508.4 $
236.4
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
45
INGERSOLL RAND INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
Assets
Current assets
Cash and cash equivalents
Accounts receivable, net of allowance for credit losses of $47.2 and $42.3,
respectively
Inventories
Other current assets
Assets of discontinued operations - current
Total current assets
Property, plant and equipment, net of accumulated depreciation of $417.4 and
$357.7, respectively
Goodwill
Other intangible assets, net
Deferred tax assets
Other assets
Total assets
Liabilities and Equity
Current liabilities
Short-term borrowings and current maturities of long-term debt
Accounts payable
Accrued liabilities
Liabilities of discontinued operations - current
Total current liabilities
Long-term debt, less current maturities
Pensions and other postretirement benefits
Deferred income taxes
Other liabilities
Total liabilities
Commitments and contingencies (Note 21)
Stockholders’ equity
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 426,327,805
and 423,785,571 shares issued as of December 31, 2022 and 2021, respectively
Capital in excess of par value
Retained earnings
Accumulated other comprehensive loss
Treasury stock at cost; 21,210,095 and 16,000,364 shares as of December 31,
2022 and 2021, respectively
Total Ingersoll Rand Inc. stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
December 31, 2022 December 31, 2021
$
1,613.0 $
2,109.6
1,122.0
1,025.4
206.9
—
3,967.3
624.4
6,064.2
3,578.6
22.3
509.1
14,765.9 $
36.5 $
778.7
858.8
—
1,674.0
2,716.1
147.2
610.6
360.8
5,508.7
4.3
9,476.8
950.9
(251.7)
(984.5)
9,195.8
61.4
9,257.2
14,765.9 $
948.6
854.2
186.9
15.6
4,114.9
648.6
5,981.6
3,912.7
28.0
468.7
15,154.5
38.8
670.5
741.3
17.1
1,467.7
3,401.8
195.1
708.6
310.1
6,083.3
4.3
9,408.6
378.6
(41.6)
(748.4)
9,001.5
69.7
9,071.2
15,154.5
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
46
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B
INGERSOLL RAND INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
For the Years Ended December 31,
2021
2020
2022
Cash Flows From Operating Activities
Net income (loss)
Income from discontinued operations, net of tax
Income (loss) from continuing operations
Adjustments to reconcile net income (loss) from continuing operations to net cash
provided by operating activities from continuing operations:
$
608.5 $
15.2
593.3
565.0 $
41.6
523.4
(32.4)
24.4
(56.8)
Amortization of intangible assets
Depreciation
Impairment of other intangible assets
Non-cash restructuring charges
Stock-based compensation expense
Loss (income) on equity method investments
Foreign currency transaction losses (gains), net
Loss on extinguishment of debt
Non-cash adjustments to carrying value of LIFO inventories
Deferred income taxes
Other non-cash adjustments
Changes in assets and liabilities
Receivables
Inventories
Accounts payable
Accrued liabilities
Other assets and liabilities, net
Net cash provided by operating activities from continuing operations
Cash Flows From Investing Activities
Capital expenditures
Net cash (paid) acquired in acquisitions
Disposals of property, plant and equipment
Other investing
Net cash used in investing activities from continuing operations
Cash Flows From Financing Activities
Principal payments on long-term debt
Proceeds from long-term debt
Purchases of treasury stock
Cash dividends on common stock
Proceeds from stock option exercises
Payments of interest rate cap premiums
Payments of deferred and contingent acquisition consideration
Payments of debt issuance costs
Purchase of shares from noncontrolling interests
Proceeds from sale of noncontrolling interests
Other financing
Net cash (used in) provided by financing activities from continuing operations
Cash Flows From (Used In) Discontinued Operations:
Net cash provided by (used in) operating activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) discontinued operations
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
48
347.6
85.2
—
6.0
78.9
(0.7)
(5.9)
1.1
36.1
(85.8)
7.0
(195.2)
(225.6)
120.4
101.2
1.8
865.4
(94.6)
(246.8)
—
4.1
(337.3)
(655.6)
—
(261.1)
(32.4)
19.3
(13.4)
(4.6)
—
—
—
(6.2)
(954.0)
332.9
89.2
—
1.1
87.2
11.4
(12.0)
9.0
33.2
(103.6)
(0.2)
(62.5)
(134.4)
118.2
(220.0)
(45.1)
627.8
(64.1)
(974.8)
9.5
—
(1,029.4)
(435.7)
—
(736.8)
(8.2)
23.7
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—
—
—
—
—
(1,157.0)
335.1
77.4
19.9
6.2
47.5
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18.6
2.0
39.8
(83.1)
—
52.4
159.0
(43.4)
115.7
(36.8)
653.5
(42.0)
9.0
1.7
—
(31.3)
(1,619.1)
1,980.1
(2.1)
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22.7
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(47.8)
(14.9)
11.9
(2.1)
328.7
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4.4
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(70.0)
(496.6)
2,109.6
260.8
(6.6)
254.2
40.3
1,245.4
505.5
$ 1,613.0 $ 2,109.6 $ 1,750.9
(12.3)
1,943.7
1,931.4
(14.1)
358.7
1,750.9
For the Years Ended December 31,
2021
2020
2022
Supplemental Cash Flow Information
Cash paid for income taxes
Cash paid for interest
$
181.5 $
95.2
427.9 $
79.8
106.3
98.7
The accompanying notes are an integral part of these consolidated financial statements.
49
INGERSOLL RAND INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share amounts)
Note 1:
Summary of Significant Accounting Policies
Overview and Basis of Presentation
Ingersoll Rand Inc. is a global market leader with a broad range of innovative and mission-critical air, fluid, energy and medical
technologies, providing services and solutions to increase industrial productivity and efficiency. The accompanying
consolidated financial statements include the accounts of Ingersoll Rand Inc. and its consolidated subsidiaries (collectively
referred to herein as “Ingersoll Rand” or the “Company”).
On February 29, 2020, Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) completed the acquisition of the
Ingersoll Rand Industrial business (“Ingersoll Rand Industrial”) by way of merger and changed its name from Gardner Denver
Holdings, Inc. to Ingersoll Rand Inc. The consolidated financial statements as of and for the year ended December 31, 2020
include the financial results of Ingersoll Rand Industrial from the date of acquisition.
Principles of Consolidation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”). All intercompany transactions and accounts have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting periods. The Company regularly evaluates
the estimates and assumptions related to the allowance for credit losses, inventory valuation, warranty reserves, fair value of
stock-based awards, goodwill, intangible asset, and long-lived asset valuations, employee benefit plan liabilities, over time
revenue recognition, income tax liabilities and deferred tax assets and related valuation allowances, uncertain tax positions,
restructuring reserves, and litigation and other loss contingencies. Actual results could differ materially and adversely from
those estimates and assumptions, and such results could affect the Company’s consolidated net income, financial position, or
cash flows.
Foreign Currency Translation
Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is not the U.S. Dollar (“USD”), are
translated at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at average rates
prevailing during the year. Adjustments resulting from the translation of the assets and liabilities of foreign operations into USD
are excluded from the determination of net income (loss), and are reported in accumulated other comprehensive income (loss), a
separate component of stockholders’ equity, and included as a component of other comprehensive income (loss). Assets and
liabilities of subsidiaries that are denominated in currencies other than the subsidiaries’ functional currency are remeasured into
the functional currency using end of period exchange rates, or historical rates for certain balances, where applicable. Gains and
losses related to these remeasurements are recorded within the Consolidated Statements of Operations as a component of “Other
operating expense, net.”
Revenue Recognition
The Company recognizes revenue when the Company has satisfied its obligation and control is transferred to the customer. The
majority of the Company’s revenues are derived from short duration contracts and revenue is recognized at a single point in
time when control is transferred to the customer, generally at shipment or when delivery has occurred or services have been
rendered. The Company also has certain contracts in which revenue is recognized over time based on the Company’s progress
in satisfying the contractual performance obligations. See Note 15 “Revenue from Contracts with Customers” for additional
information regarding revenue recognition.
Cost of Sales
Cost of sales includes the costs the Company incurs, including purchased materials, labor and overhead related to manufactured
products and aftermarket parts sold during a period. Depreciation related to manufacturing equipment and facilities is included
in cost of sales. Purchased materials represent the majority of costs of sales, with steel, aluminum, copper and partially finished
50
castings representing the most significant materials inputs. Cost of sales for services includes the direct costs the Company
incurs including direct labor, parts and other overhead costs including depreciation of equipment and facilities to deliver repair,
maintenance, and other field services to the Company’s customers.
Selling and Administrative Expenses
Selling and administrative expenses consist of (i) employee related salary, stock-based compensation expense, benefits and
other expenses for selling, administrative functions and other activities not associated with the manufacture of products or
delivery of services to customers; (ii) the costs of marketing and direct costs of selling products and services to customers
including internal and external sales commissions; (iii) facilities costs including office rent, maintenance, depreciation, and
insurance for selling and administrative activities; (iv) research and development expenditures; (v) professional and consultant
fees; and (vi) other miscellaneous expenses.
Cash and Cash Equivalents
Cash and cash equivalents are highly liquid investments primarily consisting of demand deposits and have original maturities of
three months or less. Accordingly, the carrying amount of such instruments is considered a reasonable estimate of fair value. As
of December 31, 2022 and 2021, cash of $1.3 million and $2.5 million, respectively, was pledged to financial institutions as
collateral to support the issuance of standby letters of credit and similar instruments on behalf of the Company.
Accounts Receivable
Trade accounts receivable consist of amounts owed for products shipped to or services performed for customers. Reviews of
customers’ creditworthiness are performed prior to order acceptance or order shipment.
Trade accounts receivable are recorded net of an allowance for expected credit losses. The allowance for credit losses is based
on the Company’s assessment of losses that will result from its customers’ inability or unwillingness to pay amounts owed to
the Company. The allowance is determined using a combination of factors, including historical credit loss experience and the
length of time that the trade receivables are past due, supplemented by the Company’s knowledge of customer-specific
information, current market conditions and reasonable and supportable forecasts of future events and economic conditions.
Inventories
Inventories, which consist primarily of raw materials and finished goods, are carried at the lower of cost or net realizable value.
Fixed manufacturing overhead is allocated to the cost of inventory based on the normal capacity of production facilities.
Unallocated overhead during periods of abnormally low production levels is recognized as cost of sales in the period in which it
is incurred.
Property, Plant and Equipment
Property, plant and equipment includes the historical cost of land, buildings, equipment, and significant improvements to
existing plant and equipment or in the case of acquisitions, a fair market value of assets at the time of acquisition. Repair and
maintenance costs that do not extend the useful life of an asset are recorded as an expense as incurred. Depreciation is provided
using the straight-line method over the estimated useful lives of the assets, which are generally as follows: buildings — 10 to 30
years, machinery and equipment — 7 to 10 years, and office furniture and equipment — 3 to 10 years.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of
the net tangible and intangible assets acquired, liabilities assumed, and non-controlling interests, if any. Intangible assets,
including goodwill, are assigned to the Company’s reporting units based upon their fair value at the time of acquisition.
Goodwill and indefinite-lived intangibles such as tradenames are not subject to amortization but are assessed for impairment
annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired or that there is a
probable reduction in the fair value of a reporting unit below its aggregate carrying value.
The Company tests goodwill for impairment annually in the fourth quarter of each year using data as of October 1 of that year
and whenever events or changes in circumstances indicate the carrying value may not be recoverable. The impairment test
consists of comparing the fair value of the reporting unit to the carrying value of the reporting unit. An impairment charge is
recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; provided, the loss recognized
cannot exceed the total amount of goodwill allocated to the reporting unit. If applicable, the Company considers income tax
effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment
51
loss. The Company determined fair values for each of the reporting units using a combination of the income and market
multiple approaches which are weighted 75% and 25%, respectively.
Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an
appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of
long-term future growth rates based on its most recent views of the long-term outlook for each reporting unit. Actual results
may differ from those assumed in the Company’s forecasts. The Company derives its discount rates using a capital asset pricing
model and analyzing published rates for industries relevant to its reporting units to estimate the cost of equity financing. The
Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in
its internally developed forecasts. Under the market approach, the Company applies performance multiples from comparable
public companies, adjusted for relative risk, profitability, and growth considerations, to the reporting units to estimate fair
value.
The Company tests intangible assets with indefinite lives annually for impairment using a relief from royalty discounted cash
flow fair value model. The quantitative impairment test for indefinite-lived intangible assets involves a comparison of the
estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair
value, an impairment loss is recognized in an amount equal to that excess. The relief from royalty method requires the
Company to estimate forecasted revenues and determine appropriate discount rates, royalty rates, and terminal growth rates.
See Note 9 “Goodwill and Other Intangible Assets” for additional information related to impairment testing for goodwill and
other intangible assets.
Long-Lived Assets Including Intangible Assets With Finite Useful Lives
Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, which vary
depending on the type of intangible assets. In determining the estimated useful lives of definite-lived intangibles, we consider
the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired
assets, as well as our commitment to support these assets through continued investment and legal infringement protection.
The Company reviews long-lived assets, including identified intangible assets with finite useful lives and subject to
amortization for impairment, whenever events or changes in circumstances indicate that the related carrying amounts may not
be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of
undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an
adverse change in the market involving the business employing the related long-lived assets or a situation in which it is more
likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the
impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of
the assets exceeds their fair value and the impaired assets are written down to their fair value or, if fair value is not readily
determinable, to an estimated fair value based on discounted expected future cash flows. Assets to be disposed are reported at
the lower of the carrying amount or fair value, less costs to dispose.
Warranty Reserves
Most of the Company’s product sales are covered by warranty provisions that generally provide for the repair or replacement of
qualifying defective items for a specified period after the time of sale, typically 12 months. The Company establishes reserves
for estimated product warranty costs at the time revenue is recognized based upon historical warranty experience and
additionally for any known product warranty issues. The Company’s warranty obligation has been and may in the future be
affected by product failure rates, repair or field replacement costs, and additional costs incurred in correcting any product
failure.
Stock-Based Compensation
Stock-based compensation is measured for all stock-based equity awards made to employees and non-employee directors based
on the estimated fair value as of the grant date. The determination of the fair values of stock-based awards at the grant date
requires judgment, including estimating the expected term of the relevant stock-based payment awards and the expected
volatility of the Company’s stock. The fair value of each stock option grant under the stock-based compensation plans is
estimated on the date of grant or modification using the Black-Scholes-Merton option-pricing model. The expected stock
volatility assumption was based on an average of the historical volatility over the expected term of the stock options. Forfeitures
of stock options are accounted for as they occur. Restricted stock units and performance share units with internal performance
metrics (i.e. EPS) are valued at the share price on the date of grant. The grant date fair value of performance share units with
external performance metrics (i.e. TSR) is determined using a Monte Carlo simulation pricing model.
52
See Note 18 “Stock-Based Compensation Plans” for additional information regarding the Company’s equity compensation
plans.
Pension and Other Postretirement Benefits
The Company sponsors a number of pension plans and other postretirement benefit plans worldwide. The calculation of the
pension and other postretirement benefit obligations and net periodic benefit cost under these plans requires the use of actuarial
valuation methods and assumptions. These assumptions include the discount rates used to value the projected benefit
obligations, future rate of compensation increases, expected rates of return on plan assets and expected healthcare cost trend
rates. The discount rates selected to measure the present value of the Company’s benefit obligations as of December 31, 2022
and 2021 were derived by examining the rates of high-quality, fixed income securities whose cash flows or duration match the
timing and amount of expected benefit payments under the plans. In accordance with GAAP, actual results that differ from the
Company’s assumptions are recorded in accumulated other comprehensive income (loss) and amortized through net periodic
benefit cost over future periods. While management believes that the assumptions are appropriate, differences in actual
experience or changes in assumptions may affect the Company’s pension and other postretirement benefit obligations and
future net periodic benefit cost.
See Note 12 “Benefit Plans” for disclosures related to the Company’s benefit plans, including quantitative disclosures reflecting
the impact that changes in certain assumptions would have on service and interest costs and benefit obligations.
Income Taxes
The Company has determined income tax expense and other deferred income tax information based on the asset and liability
method. Deferred income taxes are provided on temporary differences between assets and liabilities for financial and tax
reporting purposes as measured by enacted tax rates expected to apply when temporary differences are settled or realized. A
valuation allowance is established for the portion of deferred tax assets for which it is not more likely than not that a tax benefit
will be realized.
Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax
authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized
upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company’s tax returns that do not meet
these recognition and measurement standards. The Company believes that its income tax liabilities, including related interest,
are adequate in relation to the potential for additional tax assessments. There is a risk, however, that the amounts ultimately paid
upon resolution of audits could be materially different from the amounts previously included in income tax expense and,
therefore, could have a material impact on the Company’s tax provision, net income, and cash flows. The Company reviews its
liabilities quarterly, and may adjust such liabilities due to proposed assessments by tax authorities, changes in facts and
circumstances, issuance of new regulations or new case law, negotiations between tax authorities of different countries
concerning transfer prices, the resolution of audits, or the expiration of statutes of limitations. Adjustments are most likely to
occur in the year during which major audits are closed.
The Tax Cuts and Jobs Act (“Tax Act”), enacted on December 22, 2017, created a new requirement that certain income (i.e.,
Global intangible low taxed income (“GILTI”)) earned by controlled foreign corporations (“CFC”) must be included currently
in the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder’s “net CFC tested income” over the
net deemed tangible income return, which is currently defined as the excess of (1) 10% of the aggregate of the U.S.
shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S.
shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income.
Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S.
inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2)
factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). The Company has
determined that it will follow the period cost method (option 1 above). The Company recorded a tax expense of $2.5 million in
2022 for the GILTI provisions of the Tax Act.
Research and Development
For the years ended December 31, 2022, 2021 and 2020, the Company spent approximately $91 million, $74 million, and $58
million, respectively, on research activities relating to the development of new products and new product applications. All such
expenditures were funded by the Company, expensed as incurred and recorded to “Selling and administrative expenses” in the
Consolidated Statements of Operations.
53
Derivative Financial Instruments
All derivative financial instruments are reported on the balance sheet at fair value. For derivative instruments that are not
designated as hedges, any gain or loss on the derivatives is recognized in earnings in the current period. A derivative instrument
may be designated as a hedge of the exposure to: (1) changes in the fair value of an asset, liability, or firm commitment, (2)
variability in expected future cash flows, if the hedging relationship is expected to be highly effective in offsetting changes in
fair value or cash flows attributable to the hedged risk during the period of designation or (3) as a hedge of a net investment in a
foreign operation. If a derivative is designated as a fair value hedge, the gain or loss on the derivative and the offsetting loss or
gain on the hedged asset, liability, or firm commitment are recognized in earnings. For derivative instruments designated as a
cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of
accumulated other comprehensive income and reclassified to earnings in the same period that the hedged transaction affects
earnings. For derivative instruments designated as net investment in a foreign operation, gains or losses are reported as currency
translation adjustments. The ineffective portion of the gain or loss is immediately recognized in earnings. Gains or losses on
derivative instruments recognized in earnings are reported in the same line item as the associated hedged transaction in the
Consolidated Statements of Operations.
Hedge accounting is discontinued prospectively when (1) it is determined that a derivative is no longer effective in offsetting
changes in the fair value or cash flows of a hedged item; (2) the derivative is sold, terminated, or exercised; (3) the hedged item
no longer meets the definition of a firm commitment; or (4) it is unlikely that a forecasted transaction will occur within two
months of the originally specified time period.
When hedge accounting is discontinued because it is determined that the derivative no longer qualifies as an effective fair-value
hedge, the derivative continues to be carried on the balance sheet at its fair value, and the changes in the fair value of the
hedged asset or liability is recorded to the Consolidated Statements of Operations. When cash flow hedge accounting is
discontinued because the derivative is sold, terminated, or exercised, the net gain or loss remains in accumulated other
comprehensive income and is reclassified into earnings in the same period that the hedged transaction affects earnings or until it
becomes unlikely that a hedged forecasted transaction will occur within two months of the originally scheduled time period.
When hedge accounting is discontinued because a hedged item no longer meets the definition of a firm commitment, the
derivative continues to be carried on the Consolidated Balance Sheet at its fair value, and any asset or liability that was recorded
pursuant to recognition of the firm commitment is removed from the balance sheet and recognized as a gain or loss currently in
earnings. When hedge accounting is discontinued because it is probable that a forecasted transaction will not occur within two
months of the originally specified time period, the derivative continues to be carried on the balance sheet at its fair value, and
gains and losses reported in accumulated other comprehensive income are recognized immediately in the Consolidated
Statements of Operations.
Comprehensive Income
The Company’s comprehensive income consists of net income (loss) and other comprehensive income (loss), consisting of (i)
unrealized foreign currency net gains and losses on the translation of the assets and liabilities of its foreign operations; (ii)
realized and unrealized foreign currency gains and losses on intercompany notes of a long-term nature and hedges of net
investments in foreign operations, net of income taxes; (iii) unrealized gains and losses on cash flow hedges, net of income
taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes. See Note
14 “Accumulated Other Comprehensive Income (Loss).”
Restructuring Charges
The Company incurs costs in connection with workforce reductions, facility consolidations and other actions. Such costs
include employee termination benefits (one-time arrangements and benefits attributable to prior service), termination of
contractual obligations, non-cash asset charges and other direct incremental costs.
A liability is established through a charge to operations for (i) one-time employee termination benefits when management
commits to a plan of termination; (ii) employee termination benefits that accumulate or vest based on prior service when it
becomes probable that such termination benefits will be paid and the amount of the payment can be reasonably estimated; and
(iii) contract termination costs when the contract is terminated or the Company becomes contractually obligated to make such
payment. Other direct incremental costs are charged to operations as incurred.
Charges recorded in connection with restructuring plans are included in “Other operating expense, net” in the Consolidated
Statements of Operations.
54
Business Combinations
The Company accounts for business combinations by applying the acquisition method. The Company’s consolidated financial
statements include the operating results of acquired entities from the respective dates of acquisition. The Company recognizes
and measures the identifiable assets acquired, liabilities assumed, and any non-controlling interest as of the acquisition date at
fair value. The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable
assets acquired, liabilities assumed, and any non-controlling interest is recognized as goodwill in the Consolidated Balance
Sheets. Costs incurred by the Company to effect a business combination other than costs related to the issuance of debt or
equity securities are included in the Consolidated Statements of Operations in the period the costs are incurred.
Earnings per Share
The calculation of earnings per share (“EPS”) is based on the weighted-average number of the Company’s shares outstanding
for the applicable period. The calculation of diluted earnings per share reflects the effect of all dilutive potential shares that
were outstanding during the respective periods, unless the effect of doing so is antidilutive. The Company uses the treasury
stock method to calculate the effect of outstanding share-based compensation awards.
Note 2:
New Accounting Standards
Recently Adopted Accounting Standard Updates (“ASU”)
In March 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04, Reference Rate Reform (Topic
848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provided optional expedients and
exceptions for a limited time to ease the potential burden of accounting for reference rate reform on financial reporting. This
guidance applies to contracts, hedging relationships and other transactions affected by the discontinuation of the London
Interbank Offered Rate (“LIBOR”) and other interbank offered rates. The guidance was effective beginning on March 12, 2020
through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope,
which explicitly clarifies which contracts, hedging relationships, and other transactions are within the scope of the optional
expedients and exceptions allowed under Topic 848.
In April 2022, the Company and its lenders executed Amendment No. 8 to the Credit Agreement, the primary purpose of which
was to change the reference rate for existing and new borrowings under the Credit Agreement by replacing LIBOR with the
Secured Overnight Financing Rate (“SOFR”). We applied practical expedients provided in Topic 848 allowing for the changes
in contractual terms to be accounted for prospectively. These modifications had no significant impact on our consolidated
financial statements. Refer to Note 11 “Debt” for further information regarding the terms of the Credit Agreement.
Recently Issued Accounting Pronouncements
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and
Contract Liabilities from Contracts with Customers, which requires that an entity (acquirer) recognize and measure contract
assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this update
are effective for fiscal years beginning after December 15, 2022 for public companies. The adoption is not expected to have a
material impact on our consolidated financial statements.
In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of
Supplier Finance Program Obligations. This ASU requires that a buyer in a supplier finance program disclose sufficient
information about the program to allow a user of financial statements to understand the program's nature, activity during the
period, changes from period to period, and potential magnitude. The amendments in this update are effective for fiscal years
beginning after December 15, 2022, except for the amendment on roll forward information, which is effective for fiscal years
beginning after December 15, 2023. Early adoption is permitted. The adoption is not expected to have a material impact on our
consolidated financial statements.
Note 3:
Discontinued Operations
Discontinued operations comprise two formerly-owned businesses, Specialty Vehicle Technologies (“SVT” or “Club Car”) and
High Pressure Solutions (“HPS”). The results of operations, financial positions and cash flows of these businesses are reported
as discontinued operations for all periods presented in these consolidated financial statements.
55
Specialty Vehicle Technologies
On April 9, 2021, the Company entered into an agreement to sell Club Car to private equity firm Platinum Equity Advisors,
LLC (“Platinum Equity”) for $1.68 billion in cash. The sale was substantially completed on June 1, 2021 and concluded in the
third quarter of 2022.
High Pressure Solutions
On February 14, 2021, the Company entered into an agreement to sell its majority interest in High Pressure Solutions to private
equity firm American Industrial Partners. In exchange for its majority interest of 55%, the Company received net cash proceeds
of $278.3 million and retained a 45% common equity interest in the newly-formed entity comprising the HPS business. The
Company expects to maintain this minority investment indefinitely and is unable to estimate when this interest may be
disposed. This sale was substantially completed on April 1, 2021.
Financial information of discontinued operations
The results of operations of SVT and HPS are presented as discontinued operations for the years ended December 31, 2022,
2021 and 2020 as summarized below:
Specialty Vehicle
Technologies
2021
2020
2022
High Pressure Solutions
2020
2021
2022
Total
2021
2020
2022
$
6.6 $ 430.9 $ 741.4 $ — $ 71.9 $ 195.6 $
6.6 $ 502.8 $ 937.0
6.5
321.3
564.6
—
60.2
163.9
6.5
381.5
728.5
Revenues
Cost of sales
Gross Profit
Selling and administrative expenses
0.1
35.7
63.0
—
Amortization of intangible assets
—
10.4
37.1
—
5.3
2.4
0.1
109.6
176.8
—
11.7
31.7
42.5
0.1
121.3
208.5
0.1
41.0
105.5
23.6
—
12.8
60.7
Loss (gain) on sale
(2.8) (298.3) —
—
207.7
—
(2.8)
(90.6) —
Other operating expense, net
0.7
18.1
1.7
1.6
19.0
14.5
2.3
37.1
Operating Income (Loss)
2.1
343.7
75.0
(1.6) (222.7)
(48.9)
0.5
121.0
Other expense, net
—
—
—
—
—
0.1
—
—
Income (Loss) from Discontinued
Operations Before Income Taxes
2.1
343.7
75.0
(1.6) (222.7)
(49.0)
0.5
121.0
Provision (benefit) for income taxes
(13.2)
87.1
12.9
(1.5)
(7.7)
(11.3)
(14.7)
79.4
16.2
26.1
0.1
26.0
1.6
Income (Loss) from Discontinued
Operations, Net of Tax
$ 15.3 $ 256.6 $ 62.1 $ (0.1) $ (215.0) $ (37.7) $ 15.2 $ 41.6 $ 24.4
As of December 31, 2021, total assets of discontinued operations comprised cash and cash equivalents of $6.2 million,
inventories of $5.6 million, accounts receivable, net of $2.5 million, and plant, property and equipment, net of $1.2 million and
total liabilities of discontinued operations comprised accrued liabilities of $14.9 million and accounts payable of $2.2 million.
These assets and liabilities related to certain non-U.S. subsidiaries for which legal transfer of ownership did not occur until
2022.
The significant non-cash operating items and capital expenditures reflected in cash flows of discontinued operations for the
years ended December 31, 2022, 2021 and 2020 include the following:
Specialty Vehicle
Technologies
2021
2020
2022
High Pressure Solutions
2020
2021
2022
Total
2021
2020
2022
(2.8) $ (298.3) $ — $ — $ 207.7 $ — $
Loss (gain) on sale
Depreciation and amortization
Stock-based compensation expense
Capital expenditures
$
—
—
—
(2.8) $ (90.6) $ —
88.4
18.8
3.8
10.9
6.7
1.9
—
—
—
14.8
8.2
1.6
51.5
3.0
3.1
—
—
—
4.0
2.7
0.3
36.9
0.8
3.6
56
Note 4:
Acquisitions
2022 Acquisitions
On February 1, 2022, the Company acquired Houdstermaatschappij Jorc B.V. (“Jorc”), a manufacturer of condensate
management products, for aggregate cash consideration of $30.2 million. Jorc has been reported in the Industrial Technologies
and Services segment from the date of acquisition.
On September 1, 2022, the Company acquired Westwood Technical Limited (“Westwood Technical”), a control and
instrumentation specialist based in the United Kingdom with unique Industrial Internet of Things (IIoT) capabilities, for
aggregate cash consideration of $8.1 million and contingent consideration of up to $9.3 million. Westwood Technical has been
reported in the Precision and Science Technologies segment from the date of acquisition.
On September 1, 2022, the Company acquired Holtec Gas Systems LLC (“Holtec”), a nitrogen generator manufacturer, for cash
consideration of $12.6 million. Holtec has been reported in the Industrial Technologies and Services segment from the date of
acquisition.
On September 1, 2022, the Company acquired Hydro Prokav Pumps (India) Private Limited (“Hydro Prokav”) for cash
consideration of $14.0 million. Hydro Prokav has been reported in the Precision and Science Technologies segment from the
date of acquisition.
On October 1, 2022, the Company acquired Dosatron International L.L.C (“Dosatron International”), a technology solutions
provider of water powered dosing pumps and systems, for cash consideration of $89.5 million and contingent consideration of
up to $14.7 million. Dosatron International has been reported in the Precision and Science Technologies segment from the date
of acquisition.
On November 1, 2022, the Company acquired Pedro Gil Construcciones Mecanicas, S.L. (“Pedro Gil”), a manufacturer of
positive displacement blowers, pumps and vacuum systems in the Spanish market, for aggregate cash consideration of $17.9
million. Pedro Gil has been reported in the Industrial Technologies and Services segment from the date of acquisition.
On December 1, 2022, the Company acquired Everest Blowers Private Limited and Everest Blower Systems Private Limited
(collectively, “Everest Group”), the Indian market leader for customized blower and vacuum pump solutions, for $75.3 million
aggregate cash consideration and estimated contingent consideration of $12.1 million. Everest Group has been reported in the
Industrial Technologies and Services segment from the date of acquisition.
Other acquisitions completed during the year ended December 31, 2022 include multiple sales and service businesses and a
manufacturer in the Industrial Technologies and Services segment. The aggregate consideration for these acquisitions was
$19.9 million.
Of the goodwill recognized on our 2022 acquisitions, $10.2 million is expected to be deductible for tax purposes.
The following table summarizes the allocation of consideration for all businesses acquired in 2022 to the fair values of
identifiable assets acquired and liabilities assumed at the acquisition dates. Initial accounting for all 2022 acquisitions is
substantially complete. Any further adjustments during the measurement period are not expected to be material.
Dosatron
International
All others
Accounts receivable
Inventories
Other current assets
Property, plant and equipment
Goodwill
Intangible assets
Other noncurrent assets
Total current liabilities
Deferred tax liabilities
Other noncurrent liabilities
Total consideration
$
$
1.8 $
6.2
0.1
0.3
57.4
41.9
13.8
(3.5)
(13.8)
—
104.2 $
57
Total
Consideration
18.1
26.9
1.4
9.2
207.9
84.9
14.7
(34.1)
(23.5)
(1.9)
303.6
16.3 $
20.7
1.3
8.9
150.5
43.0
0.9
(30.6)
(9.7)
(1.9)
199.4 $
Acquisition Revenues and Operating Income
The revenues and operating income included in the consolidated financial statements for these acquisitions subsequent to their
acquisition date were $38.4 million and $3.4 million, respectively, for the year ended December 31, 2022.
2021 Acquisitions
The Company acquired multiple businesses during the year ended December 31, 2021. Pro forma information has not been
provided as the acquisitions did not have a material impact on the Company’s Consolidated Statements of Operations
individually or in the aggregate. The revenues and operating income of each of the acquisitions below are included in the
Company’s consolidated financial statements from the acquisition date.
On January 31, 2021, the Company acquired the Vacuum and Blower Systems division of Tuthill Corporation for cash
consideration of $184.0 million. The business operates under the tradenames M-D Pneumatics and Kinney Vacuum Pumps and
is a leader in the design and manufacture of positive displacement blowers, mechanical vacuum pumps, vacuum boosters and
engineered blower and vacuum systems. The acquisition is intended to expand the product portfolio of the Industrial
Technologies and Services segment with complementary technologies and applications. The goodwill arising from the
acquisition is attributable to the expected cost synergies, anticipated growth of new and existing customers, and the assembled
workforce. The goodwill resulting from this acquisition is deductible for tax purposes.
On July 30, 2021, the Company acquired Maximus Solutions for cash consideration of $111.0 million, net of cash acquired.
The business is a provider of digital controls and Industrial Internet of Things (IIoT) production management systems for the
agritech software and controls market. The acquisition is intended to expand product and service offerings of the Precision and
Science Technologies segment into attractive end markets and contribute to growth in digital and connected solutions. The
goodwill arising from the acquisition is attributable to synergies expected from building on Maximus’s expertise in digital
controls and IIoT systems and from anticipated growth from existing and new customers. None of this goodwill is deductible
for tax purposes.
On August 31, 2021, the Company acquired Seepex GmbH (“Seepex”) for cash consideration of $482.1 million, net of cash
acquired. Seepex is a global leader in progressive cavity pump solutions. The acquisition expands the product portfolio of the
Precision and Science Technologies segment with offerings that primarily serve the water, wastewater, food and beverage, and
chemical end markets. The goodwill arising from the acquisition is attributable to the expected cost synergies, anticipated
growth of new and existing customers, and the assembled workforce. None of this goodwill is deductible for tax purposes.
On October 29, 2021, the Company acquired Air Dimensions Inc. for cash consideration of $70.8 million. The business
designs, manufactures and sells vacuum diaphragm pumps primarily for environmental applications. The acquisition is intended
to expand the product portfolio of the Precision and Science Technologies segment and further penetrate end markets such as
emission monitoring, biogas, utility and chemical processing. The goodwill arising from the acquisition is attributable to growth
expected from product and channel synergies and to the assembled workforce. The goodwill resulting from this acquisition is
deductible for tax purposes.
On December 1, 2021, the Company acquired the assets of Tuthill Corporation’s Pump Group for cash consideration of
$84.8 million. The business is a market leader in gear and piston pump solutions. The acquisition is intended to complement
existing brands and technologies in the Precision and Science Technologies segment and further penetrate high growth end
markets, including life and sciences, food and beverage, medical and water and wastewater treatment. The goodwill arising
from the acquisition is attributable to revenue growth and cost savings opportunities and to the assembled workforce. The
majority of the goodwill resulting from this acquisition is deductible for tax purposes.
Other acquisitions completed during the year ended December 31, 2021 include multiple sales and service businesses and a
manufacturer of air purity analysis equipment in the Industrial Technologies and Services segment and a pump technology
business in the Precision and Science Technologies segment. The aggregate consideration for these acquisitions was
$44.6 million.
58
The following table summarizes the allocation of consideration to the fair values of identifiable assets acquired and liabilities
assumed at the acquisition date.
M-D Pneumatics
and Kinney
Vacuum Pumps
Maximus
Solutions
Seepex
All Others
Accounts receivable
Inventories
Other current assets
Property, plant and equipment
Goodwill
Intangible assets
Other noncurrent assets
Total current liabilities
Deferred tax liabilities
Other noncurrent liabilities
Total consideration
$
$
24.9 $
42.4
1.9
40.6
249.0
239.2
1.4
(35.1)
(75.6)
(6.6)
482.1 $
Acquisition Revenues and Operating Income
4.8 $
3.8
0.2
16.2
81.5
82.5
—
(3.5)
—
(1.5)
184.0 $
4.3 $
2.9
0.2
2.1
75.9
39.5
—
(2.4)
(11.3)
(0.2)
111.0 $
Total
Consideration
43.4
59.2
2.6
73.9
486.0
457.1
1.4
(45.1)
(91.1)
(10.1)
977.3
9.4 $
10.1
0.3
15.0
79.6
95.9
—
(4.1)
(4.2)
(1.8)
200.2 $
The revenues included in the consolidated financial statements for these acquisitions subsequent to their acquisition date were
$356.1 million and $145.9 million, respectively, for the years ended December 31, 2022 and 2021. The operating income (loss)
included in the consolidated financial statements for these acquisitions subsequent to their acquisition date was $31.8 million
and $(4.5) million, respectively, for the years ended December 31, 2022 and 2021.
Ingersoll Rand Industrial Acquisition
On February 29, 2020, Ingersoll Rand (formerly Gardner Denver Holdings, Inc.) completed the acquisition of and merger with
Ingersoll Rand Industrial in exchange for non-cash consideration comprising the following:
Fair value of Ingersoll Rand common stock issued for Ingersoll Rand Industrial outstanding common stock
Fair value attributable to pre-merger service for replacement equity awards
Fair value attributable to pre-merger service for deferred compensation plan
Total purchase consideration
$
$
6,919.5
8.6
8.9
6,937.0
The Company incurred acquisition costs of $87.3 million, including $42.3 million and $45.0 million in the years ended
December 31, 2020 and 2019, respectively. These costs are presented within “Other operating expenses, net” in the
Consolidated Statements of Operations.
The assets and liabilities of Ingersoll Rand Industrial were measured at their fair values as of the date of the merger. The
determination of fair values required the Company to make estimates about expected future cash flows, discount rates, royalty
rates and other subjective assumptions and future events that are highly uncertain. These measurements were finalized within
one year of the closing date of the transaction.
59
The following table summarizes the allocation of consideration to the fair values of assets acquired and liabilities assumed of
Ingersoll Rand Industrial as of February 29, 2020. These amounts include assets and liabilities of the Specialty Vehicle
Technologies segment, which was divested during the year ended December 31, 2021 and is reported as a discontinued
operation. Refer to Note 3 for further information on the sale of SVT.
Cash
Accounts receivable
Inventories
Other current assets
Property, plant and equipment
Goodwill
Other intangible assets
Other noncurrent assets
Total current liabilities, including current maturities of long-term debt of $19.0 million
Deferred tax liability
Long-term debt, net of debt issuance costs and an original issue discount
Other noncurrent liabilities
Noncontrolling interest
Total consideration
Summary of significant fair value methods
Fair value
38.8
585.8
625.4
87.2
516.5
4,899.2
3,766.6
270.9
(753.0)
(842.4)
(1,851.7)
(333.0)
(73.3)
6,937.0
$
$
The methods used to determine the fair value of certain significant identifiable assets and liabilities included in the allocation of
purchase price are discussed below.
Property, Plant and Equipment
The fair value of property, plant and equipment was primarily calculated using replacement costs adjusted for the age and
condition of the asset, with the exception of real property which was calculated using the market approach, and is summarized
below.
Land and buildings
Machinery and equipment
Office furniture and equipment
Other
Construction in progress
Total property, plant and equipment
Identifiable Intangible Assets
$
$
215.1
256.9
13.4
1.0
30.1
516.5
The fair value and weighted average useful life of the Ingersoll Rand Industrial identifiable intangible assets are as follows.
Tradenames
Developed technology
Customer relationships
Backlog
Internal-use software and other
Total identifiable intangible assets
60
Weighted
Average Useful
Life (Years)
Fair Value
$
1,312.0
Indefinite
236.0
2,101.0
81.2
36.4
3,766.6
$
7
13
<1
2
Results of Ingersoll Rand Industrial subsequent to the acquisition
The operating results of Ingersoll Rand Industrial have been included in the Company’s consolidated financial statements from
the date of acquisition through December 31, 2020. The Company’s consolidated statements of operations for the year ended
December 31, 2020 included revenues of $2,930.3 million and net loss of $10.8 million, which includes the effects of purchase
accounting adjustments, primarily the amortization of intangible assets and the impacts on operating expenses of fair value
adjustments to acquired inventory and property, plant and equipment.
Unaudited pro forma information
The following unaudited pro forma financial information is provided for information purposes only and presents the results of
operations of the Company as if the Ingersoll Rand Industrial acquisition was completed on January 1, 2019. The pro forma
results do not necessarily represent the revenue or results of operations would have been realized had the acquisition been
completed on January 1, 2019. In addition, these results are not intended to be a projection of future operating results and do not
reflect synergies that might be achieved.
Revenues
Net Income
2020
$
5,398.0
164.8
The unaudited pro forma information includes adjustments for the purchase price allocation (including, but not limited to,
amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to stock-based
compensation expense, fair value adjustments to acquired inventories, the purchase accounting effect on deferred revenue,
interest expense and amortization of debt issuance costs, transaction costs and related tax impacts) and the alignment of
accounting policies.
The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the year
ended December 31, 2020 that are directly attributable to the acquisition.
Increase to revenue as a result of deferred revenue fair value adjustment, net of tax
Decrease to expense as a result of inventory fair value adjustment, net of tax
Decrease to expense as a result of transaction costs, net of tax
Settlement of post-acquisition contingencies
$
2020
13.8
(89.6)
(34.8)
In 2021, the Company and Trane Technologies concluded several post-closing steps of the Ingersoll Rand Industrial
transaction, finalizing measurements of transferred working capital, indebtedness and retirement plan funding. As a result,
Trane Technologies made a payment of $49.5 million to Ingersoll Rand. The Company realized a gain of $30.1 million in 2021,
which is reported within “Other income, net” on the Consolidated Statement of Operations. This payment was received in the
third quarter of 2021 and is reflected within changes in “Other assets and liabilities, net” on the Consolidated Statement of Cash
Flows.
Other 2020 Acquisitions
On September 1, 2020, the Company acquired Albin Pump SAS, a manufacturer of electric peristaltic pumps for cash
consideration, net of cash acquired, of $15.5 million and deferred consideration of $0.9 million. The results of this business are
reported within the Precision and Science Technologies segment from the date of acquisition.
Also during the year ended December 31, 2020, the Company acquired two sales and service businesses, one in the United
States and one in Europe, in the Industrial Technologies and Services segment, for cash consideration of $15.0 million and
deferred consideration of $5.1 million.
Acquisition Revenues and Operating Income
The revenues included in the consolidated financial statements for these acquisitions subsequent to their acquisition date were
$26.3 million, $23.5 million and $8.9 million, respectively, for the years ended December 31, 2022, 2021 and 2020. The
operating income included in the consolidated financial statements for these acquisitions subsequent to their acquisition date
was $4.4 million, $2.1 million and $0.9 million, respectively, for the years ended December 31, 2022, 2021 and 2020.
61
Note 5:
Restructuring
Subsequent to the acquisition of and merger with Ingersoll Rand Industrial, the Company announced a restructuring program
(“2020 Plan”) to create efficiencies and synergies, reduce the number of facilities and optimize operating margin within the
merged Company. Through December 31, 2022, we recognized expense related to the 2020 Plan of $125.7 million, comprising
$98.8 million, $15.6 million and $11.3 million for Industrial Technologies and Services, Precision and Science Technologies
and Corporate, respectively. The Company expects total expense for workforce restructuring, facility consolidation and other
exit and disposal activities under the 2020 Plan to be approximately $127 million to $138 million.
For the years ended December 31, 2022, 2021 and 2020, “Restructuring charges, net” were recognized within “Other operating
expense, net” in the Consolidated Statements of Operations and consisted of the following.
Industrial Technologies and Services
Precision and Science Technologies
Corporate
Restructuring charges, net
2022
2021
2020
$
$
20.1 $
8.7
0.5
29.3 $
8.4 $
—
5.0
13.4 $
70.3
6.9
5.8
83.0
The following table summarizes the activity associated with the Company’s restructuring programs (included in “Accrued
liabilities” in the Consolidated Balance Sheets) for the years ended December 31, 2022 and 2021.
Balance at beginning of the period
Charged to expense - termination benefits
Charged to expense - other(1)
Payments
Foreign currency translation and other
Balance at end of the period
2022
2021
$
$
12.3 $
16.9
6.4
(20.6)
(0.1)
14.9 $
17.5
9.6
2.7
(15.9)
(1.6)
12.3
(1) Excludes $6.0 million and $1.1 million of non-cash charges that impacted restructuring expense but not the restructuring liabilities
during the years ended December 31, 2022 and 2021, respectively.
Note 6:
Allowance for Credit Losses
The following table summarized the activity associated with allowance for credit losses for the years ended December 31, 2022,
2021 and 2020.
Balance at beginning of the period
Acquisition of Ingersoll Rand Industrial
Provision (benefit) charged to expense(1)
Write-offs, net of recoveries
Foreign currency translation and other
Balance at end of the period
2022
2021
2020
$
$
42.3 $
—
10.1
(3.2)
(2.0)
47.2 $
50.9 $
—
(4.3)
(3.8)
(0.5)
42.3 $
16.6
25.1
10.3
(3.5)
2.4
50.9
(1)
In the fourth quarter of 2021, the Company adjusted its allowance for credit losses in certain major portions of the business due to
improved collection experience and reduction of past due receivables. The impact of these updates was a $6.6 million reduction in
the allowance, with a corresponding benefit within “Selling and administrative expenses.”
62
Note 7:
Inventories
Inventories as of December 31, 2022 and 2021 consisted of the following.
Raw materials, including parts and subassemblies
Work-in-process
Finished goods
LIFO reserve
Inventories
2022
2021
$
$
625.0 $
122.2
338.7
1,085.9
(60.5)
1,025.4 $
506.6
88.6
283.4
878.6
(24.4)
854.2
At December 31, 2022 and 2021, approximately 42% and 41%, respectively, of total inventory is accounted for on a last-in,
first-out (“LIFO”) basis.
Note 8:
Property, Plant and Equipment
Property, plant and equipment, net as of December 31, 2022 and 2021 consisted of the following.
Land and land improvements
Buildings
Machinery and equipment
Office furniture and equipment
Construction in progress
Accumulated depreciation
Property, plant and equipment, net
Note 9:
Goodwill and Other Intangible Assets
Goodwill
2022
2021
64.6 $
298.2
556.6
63.1
59.3
1,041.8
(417.4)
624.4 $
60.1
300.3
548.1
58.3
39.5
1,006.3
(357.7)
648.6
$
$
The changes in the carrying amount of goodwill attributable to each reportable segment for the years ended December 31, 2022
and 2021 are as follows.
Balance as of December 31, 2020
Acquisitions
Foreign currency translation and other(1)
Balance as of December 31, 2021
Acquisitions
Foreign currency translation and other(1)
Balance as of December 31, 2022
(1)
Includes measurement period adjustments.
Industrial
Technologies
and Services
$
4,151.2 $
87.9
(61.8)
4,177.3
121.5
(76.3)
4,222.5 $
$
Precision
and Science
Technologies
1,431.4 $
391.4
(18.5)
1,804.3
86.4
(49.0)
1,841.7 $
Total
5,582.6
479.3
(80.3)
5,981.6
207.9
(125.3)
6,064.2
The Company acquired multiple businesses during the year ended December 31, 2022. The excess of the purchase price over
the estimated fair values of intangible assets, identifiable assets and assumed liabilities was recorded as goodwill. The allocation
63
of the purchase price was preliminary for certain of these acquisitions and is subject to refinement based on final fair values of
the identified assets acquired and liabilities assumed. The goodwill attributable to these businesses is as follows.
2022 Acquisitions
Dosatron International
Other acquisitions
Precision
and Science
Technologies
Industrial
Technologies
and Services
$
— $
121.5
121.5 $
$
57.4 $
29.0
86.4 $
Total
57.4
150.5
207.9
The Company acquired several businesses during the year ended December 31, 2021. The excess of the purchase price over the
estimated fair values of intangible assets, identifiable assets and assumed liabilities was recorded as goodwill. The goodwill
attributable to these businesses is as follows.
2021 Acquisitions
Seepex
M-D Pneumatics and Kinney Vacuum Pumps
Maximus Solutions
Other acquisitions
Precision
and Science
Technologies
Industrial
Technologies
and Services
$
— $
80.0
—
7.9
87.9 $
$
245.3 $
—
75.7
70.4
391.4 $
Total
245.3
80.0
75.7
78.3
479.3
As of December 31, 2022 and 2021, goodwill included a total of $220.6 million of accumulated impairment losses within the
Industrial Technologies and Services segment related to impairments recognized in and prior to 2015.
Goodwill Impairment Tests
Consistent with our accounting policy described in Note 1, we performed our annual goodwill impairment testing as of the first
day of our fiscal fourth quarters of 2022, 2021 and 2020. For the years ended December 31, 2022, 2021 and 2020, each
reporting unit’s fair value was in excess of its net carrying value, and therefore, no goodwill impairment was recorded.
Other Intangible Assets
Other intangible assets as of December 31, 2022 and 2021 consisted of the following.
December 31, 2022
December 31, 2021
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Amortized intangible assets:
Customer lists and relationships
Technology
Tradenames
Backlog
Other
Unamortized intangible assets:
Tradenames
Total other intangible assets
$ 3,029.0 $
360.0
46.2
1.0
113.7
(1,286.1) $ 1,742.9 $ 3,055.0 $
235.5
23.5
0.7
20.5
(124.5)
(22.7)
(0.3)
(93.2)
356.4
47.8
8.1
107.1
(1,048.3) $ 2,006.7
278.6
28.8
3.0
30.2
(77.8)
(19.0)
(5.1)
(76.9)
1,555.5
$ 5,105.4 $
—
1,555.5
1,565.4
(1,526.8) $ 3,578.6 $ 5,139.8 $
—
1,565.4
(1,227.1) $ 3,912.7
Amortization of intangible assets was $347.6 million, $332.9 million and $335.1 million for the years ended December 31,
2022, 2021 and 2020, respectively. Amortization of intangible assets is anticipated to be approximately $340 million in each of
2023 and 2024, $260 million in 2025 and $200 million in each of 2026 and 2027 based upon currency exchange rates as of
December 31, 2022.
64
Other Intangible Asset Impairment Tests
The Company recognized an impairment in the third quarter of 2020 of $19.9 million to reduce the carrying value of two
tradenames in the Industrial Technologies and Services segment.
Consistent with our accounting policy described in Note 1, we performed our annual intangible asset impairment testing as of
the first day of our fiscal fourth quarters of 2022, 2021 and 2020. For the years ended December 31, 2022, 2021 and 2020, other
than as discussed above, each tradename’s fair value was in excess of its net carrying value, and therefore, no impairment was
recorded.
Note 10:
Accrued Liabilities
Accrued liabilities as of December 31, 2022 and 2021 consisted of the following:
Salaries, wages, and related fringe benefits
Contract liabilities
Product warranty
Operating lease liabilities
Restructuring
Taxes
Other
Total accrued liabilities
2022
2021
223.3 $
305.6
46.2
39.6
14.9
63.3
165.9
858.8 $
232.1
242.1
42.5
34.9
12.3
41.6
135.8
741.3
$
$
A reconciliation of the changes in the accrued product warranty liability for the years ended December 31, 2022 and 2021 is as
follows.
Balance at the beginning of period
Product warranty accruals
Acquired warranty
Settlements
Foreign currency translation and other
Balance at the end of period
Note 11: Debt
Debt as of December 31, 2022 and 2021 consisted of the following.
Short-term borrowings
Long-term debt
Dollar Term Loan B, due 2027(1)
Dollar Term Loan, due 2027(2)
Euro Term Loan, due 2027(3)
Finance leases and other long-term debt
Unamortized debt issuance costs
Total long-term debt, net, including current maturities
Current maturities of long-term debt
Total long-term debt, net
2022
2021
42.5 $
20.4
—
(14.8)
(1.9)
46.2 $
41.1
16.1
2.1
(15.7)
(1.1)
42.5
2022
2021
4.5 $
—
1,846.3 $
901.4
—
22.2
(21.8)
2,748.1
32.0
2,716.1 $
1,865.0
910.5
670.7
23.9
(29.5)
3,440.6
38.8
3,401.8
$
$
$
$
$
(1) As of December 31, 2022, this amount is presented net of unamortized discounts of $1.4 million. As of December 31, 2022, the
applicable interest rate was 5.94% and the weighted-average rate was 3.46% for the year ended December 31, 2022.
(2) As of December 31, 2022, this amount is presented net of unamortized discounts of $0.7 million. As of December 31, 2022, the
applicable interest rate was 5.94% and the weighted-average rate was 3.46% for the year ended December 31, 2022.
(3) The weighted-average rate was 2.00% for the six month period prior to loan repayment on June 30, 2022.
65
Senior Secured Credit Facilities
The Company entered into a senior secured credit agreement with UBS AG, Stamford Branch, as administrative agent, and
other agents and lenders party thereto (the “Senior Secured Credit Facilities”) on July 30, 2013.
The Senior Secured Credit Facilities entered into on July 30, 2013 provided senior secured financing in the equivalent of
approximately $2,825.0 million, consisting of: (i) a senior secured term loan facility denominated in U.S. Dollars (the “Original
Dollar Term Loan Facility”) in an aggregate principal amount of $1,900.0 million; (ii) a senior secured term loan facility
denominated in Euros (the “Original Euro Term Loan Facility”) in an aggregate principal amount of €400.0 million; and (iii) a
senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $400.0 million
available to be drawn in U.S. dollars (“USD”), Euros (“EUR”), Great British Pounds (“GBP”) and other reasonably acceptable
foreign currencies, subject to certain sublimits for the foreign currencies. The Revolving Credit Facility included borrowing
capacity available for letters of credit up to $200.0 million and for borrowings on same-day notice, referred to as swingline
loans.
The borrower of the Dollar Term Loan Facility and the Euro Term Loan Facility is Gardner Denver, Inc. Prior to the Company
entering into Amendment No. 1, GD German Holdings II GmbH became an additional borrower and successor in interest to
Gardner Denver Holdings GmbH & Co. KG. GD German Holdings II GmbH, GD First (UK) Limited and Gardner Denver, Inc.
were the listed borrowers under the Revolving Credit Facility.
The Company entered into Amendment No. 1 to the Senior Secured Credit Facilities with UBS AG, Stamford Branch, as
administrative agent, and the lenders and other parties thereto on March 4, 2016 (“Amendment No.1”), Amendment No. 2 on
August 17, 2017 (“Amendment No.2”) and Amendment No. 3 on December 13, 2018 (“Amendment No.3”).
Amendment No. 1 reduced the aggregate principal borrowing capacity of the Revolving Credit Facility by $40.0 million to
$360.0 million, extended the term of the Revolving Credit Facility to April 30, 2020 with respect to consenting lenders and
provided for customary bail-in provisions to address certain European regulatory requirements. On July 30, 2018, the
Revolving Credit Facility principal borrowing capacity decreased to $269.9 million resulting from the maturity of the tranches
of the Revolving Credit Facility which were owned by lenders that elected not to modify the original Revolving Credit Facility
maturity date. Amendment No. 1 reduced the minimum aggregate principal amount for extension amendments to the facilities
from $50.0 million to $35.0 million.
Amendment No. 2 refinanced the Original Dollar Term Loan Facility with a replacement $1,285.5 million senior secured U.S.
dollar term loan facility (the “New Dollar Term Loan Facility”) and the Original Euro Term Loan Facility with a replacement
€615.0 million senior secured euro term loan facility (the “New Euro Term Loan Facility”). Further the maturity for both term
loan facilities was extended to July 30, 2024 and LIBOR Floor was reduced from 1.0% to 0.0%.
Amendment No. 3 amended the definition of “Change of Control” to (i) remove the requirement that certain specified equity
holders maintain a minimum ownership level of the outstanding voting stock of the Company, (ii) increase the threshold at
which the acquisition of ownership by a person, entity or group of other equity holders constitutes a “Change of Control” from
35% of the outstanding voting stock of the Company to 50% of the outstanding voting stock of the Company and (iii) make
certain other corresponding technical changes and updates.
The Company entered into Amendment No. 4 to the Senior Secured Credit Facilities with UBS AG, Stamford Branch, as
Resigning Agent and Citibank, N.A. as Successor Agent on June 28, 2019 (“Amendment No. 4”). Amendment No. 4 (i)
refinanced the existing senior secured revolving credit facility with a replacement $450.0 million senior secured revolving
credit facility (the “New Revolving Credit Facility”); (ii) extended the maturity of the revolving credit facility to June 28,
2024, (iii) terminated the revolving credit facility commitments of certain lenders under the existing senior secured revolving
credit facility under the Senior Secured Credit Facilities, (iv) provided for up to $200.0 million of the New Revolving Credit
Facility to be available for the purpose of issuing letters of credit; (v) provided for the replacement of GD First (UK) Limited by
Gardner Denver Holdings, Ltd. as the UK Borrower under the Senior Secured Credit Facilities; (vi) transferred the
Administrative Agent, Collateral Agent and Swingline Lender roles under the Senior Secured Credit Facilities to Citibank, N.A;
and (vii) made certain other corresponding technical changes and updates. At the consummation of the merger between Gardner
Denver Holdings, Inc., and Ingersoll-Rand plc, Amendment No. 4 increased the aggregate amount of the New Revolving Credit
Facility to $1,000.0 million and increased the capacity under the New Revolving Credit Facility to issue letters of credit
to $400.0 million.
On February 28, 2020, the Company entered into Amendment No. 5 to the Credit Agreement (“Amendment No. 5”).
Amendment No. 5 refinanced the existing New Dollar Term Loan Facility and New Euro Term Loan Facility. The proceeds
from the replacement $927.6 million Dollar Term Loan (“Dollar Term Loan”) and replacement €601.2 million Euro Term Loan
66
(“Euro Term Loan”) were used to refinance the outstanding New Dollar Term Loan Facility and New Euro Term Loan Facility.
The proceeds from the Dollar Term Loan and the Euro Term Loan were reduced by an original issue discount of $1.2 million
and €0.8 million, respectively. The Euro Term Loan and Dollar Term Loan will mature on February 28, 2027. The refinancing
of the New Dollar Term Loan and the New Euro Term Loan resulted in the write off of unamortized debt issuance costs of
$2.0 million which was presented within “Loss on extinguishment of debt” in the Consolidated Statements of Operations.
At the time of the acquisition of Ingersoll Rand Industrial, the Credit Agreement was amended to include an additional
$1,900.0 million senior secured term loan (“Dollar Term Loan B”) by and among Ingersoll-Rand Services Company, as the
borrower, the lenders party thereto and Citi, as the administrative agent. Further, Ingersoll-Rand Services Company, the
borrower with respect to the Dollar Term Loan B, was designated as an additional borrower under the Credit Agreement. The
Dollar Term Loan B and the Dollar Term Loan and the Euro Term Loan have guarantees from the same credit parties and are
secured by the same collateral. The Dollar Term Loan B will mature on February 28, 2027. The proceeds from the
$1,900.0 million Dollar Term Loan B were reduced by a $2.4 million original issue discount.
On February 29, 2020, the aggregate amount of the Revolving Credit Facility increased to $1,000.0 million and the capacity
under the Revolving Credit Facility to issue letters of credit increased to $400.0 million.
On June 29, 2020, the Company entered into Amendment No. 6 to the Credit Agreement (“Amendment No. 6”). Amendment
No. 6 (i) provided for $400.0 million of incremental term loans (“Dollar Term Loan Series A”), reduced by an original issue
discount of $6.0 million, and (ii) established an increase of $100.0 million to the Revolving Credit Facility, bringing the total
sum of the Revolving Credit Facility to $1,100.0 million. The proceeds were expected to be used for general business purposes,
including providing incremental liquidity in the event of a prolonged adverse impact of the COVID-19 pandemic. On
September 30, 2021, the Company elected to prepay the Dollar Term Loan Series A outstanding principal balance of
$396.0 million using cash on hand. The prepayment resulted in the write-off of unamortized debt issuance costs and
unamortized issuance discount of $9.0 million which was recognized in “Loss on extinguishment of debt” in the Consolidated
Statements of Operations.
On December 28, 2021, Gardner Denver, Inc. entered into Amendment No. 7 to the Credit Agreement (“Amendment No. 7”).
Amendment No. 7 was entered into pursuant to the terms of the Senior Secured Credit Facilities to provide for (i) the change of
the underlying rate for borrowings denominated in GBP from a LIBOR-based rate to a SONIA-based rate (Sterling Overnight
Index Average), subject to certain adjustments and terms specified in Amendment No. 7, (ii) the change of the underlying rate
for borrowings denominated in EUR from a LIBOR-based rate to a EURIBOR-based rate, subject to certain adjustments and
terms specified in Amendment No. 7, and (iii) certain other updates and corresponding changes regarding successor interest
rates to LIBOR.
The Senior Secured Credit Facilities provide that the Company will have the right at any time to request incremental term loans
and/or revolving commitments in an aggregate principal amount of up to (i) the greater of (a) $1,600 million and (b) 100% of
Consolidated EBITDA (as defined in the Senior Secured Credit Facilities) for the most recently ended four consecutive fiscal
quarter period plus (ii) voluntary prepayments and voluntary commitment reductions of the Senior Secured Credit Facilities and
certain other permitted indebtedness prior to the date of any such incurrence plus (iii) an additional amount equal to (a) in the
case of incremental loans and/or commitments that are secured on an equal priority basis with the Senior Secured Credit
Facilities, an amount such that after giving effect to the incurrence of such additional amount, the Company does not exceed a
Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio (as defined in the Senior Secured Credit Facilities) of
4.50 to 1.00 or the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio immediately prior to any such
incurrence and all transactions consummated in connection therewith or (b) in the case of incremental loans and/or
commitments that are secured on a junior priority basis to the Senior Secured Credit Facilities, an amount such that after giving
effect to the incurrence of such additional amount, the Company does not exceed a Consolidated Total Debt to Consolidated
EBITDA Ratio (as defined in the Senior Secured Credit Facilities) of 5.00 to 1.00 or the Consolidated Total Debt to
Consolidated EBITDA Ratio immediately prior to any such incurrence and all transactions consummated in connection
therewith. The lenders under the Senior Secured Credit Facilities are not under any obligation to provide any such incremental
commitments or loans, and any such addition of, or increase in commitments or loans, will be subject to certain customary
conditions.
On June 30, 2022, the Company repaid the Euro Term Loan outstanding principal balance of €589.1 million using cash on
hand. The prepayment resulted in the write-off of unamortized debt issuance costs and unamortized issuance discount of
$1.1 million which was recognized in “Loss on extinguishment of debt” in the Consolidated Statements of Operations.
As of December 31, 2022, the aggregate amount of commitments under the Revolving Credit Facility was $1,100.0 million and
the capacity under the Revolving Credit Facility to issue letters of credit was $400.0 million. As of December 31, 2022, the
67
Company had no outstanding borrowings, no outstanding letters of credit under the New Revolving Credit Facility and unused
availability of $1,100.0 million.
Interest Rate and Fees
Borrowings under the Dollar Term Loan, Dollar Term Loan B, and Revolving Credit Facility (other than Revolving Credit
Facility borrowings in GBP or EUR) bear interest at a rate equal to, at the Company’s option, either (a) the greater of SOFR for
the relevant interest period or 0.00% per annum, in each case adjusted for statutory reserve requirements, plus an applicable
margin or (b) a base rate (the “Base Rate”) equal to the highest of (1) the rate of interest publicly announced by the
administrative agent as its prime rate in effect at its principal office, (2) the federal funds effective rate plus 0.50%, (3) SOFR
for an interest period of one month, adjusted for statutory reserve requirements, plus 1.00% and (4) 1.00%, in each case, plus an
applicable margin. Borrowings under the Euro Term Loan and Revolving Credit Facility borrowings in EUR (if any) bear
interest at a rate equal to the greater of EURIBOR for the relevant interest period, or 0.00% per annum, in each case adjusted
for statutory reserve requirements, plus an applicable margin. Borrowings under the Revolving Credit Facility in GBP (if any)
bear interest at a rate equal to the greater of (a) daily simple SONIA plus an applicable spread adjustment or (b) 0.00% per
annum, in each case adjusted for statutory reserve requirements, plus an applicable margin. The applicable margin for (i) the
Dollar Term Loan is 1.75% for SOFR loans and 0.75% for base rate loans, (ii) the Dollar Term Loan B is 1.75% for SOFR
loans and 0.75% for base rate loans, (iii) the Euro Term Loan is 2.00%, (iv) the Revolving Credit Facility is 2.00% for SOFR
loans, EURIBOR loans and SONIA loans and 1.00% for Base Rate loans.
In addition to interest payments on outstanding principal under the Senior Secured Credit Facilities, the Company is required to
pay a commitment fee of 0.375% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized
commitments thereunder. The commitment fee reduces to 0.25% or 0.125% upon the achievement of a Level I or Level II
status, respectively. Level I status means that the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA
Ratio (as defined in the Senior Secured Credit Facilities) is less than or equal to 1.75 to 1.00. Level II status means that the
Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 1.50 to 1.00. The
Company must also pay customary letter of credit fees.
Prepayments
The Senior Secured Credit Facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with
(i) 50% of annual excess cash flow (as defined in the Senior Credit Facilities) commencing with the fiscal year ending
December 31, 2021 (which percentage will be reduced to 25% if the Company’s Consolidated First Lien Secured Debt to
Consolidated EBITDA Ratio is less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00, and which prepayment will not
be required if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal
to 2.00 to 1.00), (ii) 100% of the net cash proceeds of non-ordinary asset sales or other dispositions of property, subject to
reinvestment rights (which percentage will be reduced to 50% if the Company’s Consolidated First Lien Secured Debt to
Consolidated EBITDA Ratio is less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00 and which prepayment will not be
required if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.00 to
1.00), and (iii) 100% of the net cash proceeds of any incurrence of debt, other than proceeds from debt permitted under the
Credit Agreement.
The mandatory prepayments will be applied to the scheduled installments of principal of the term loans in direct order of
maturity.
The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium
or penalty, subject to certain customary conditions, including reimbursements of the lenders’ redeployment costs actually
incurred in the case of a prepayment of certain borrowings other than on the last day of the relevant interest period, provided
that (i) any voluntary prepayment of the Dollar Term Loan, the Dollar Term Loan B or the Euro Term Loan prior to August 28,
2020, in connection with a repricing transaction would have been subject to a prepayment premium of 1.00% of the principal
amount so prepaid and (ii) any voluntary prepayment of Dollar Term Loan Series A prior to December 29, 2020, in connection
with a repricing transaction would have been subject to a prepayment premium of 1.00% of the principal amount so prepaid.
Amortization and Final Maturity
The Dollar Term Loan, Dollar Term Loan B and Euro Term Loan amortize in equal to quarterly installments in aggregate
annual amounts equal to 1.00% of the original principal amount of such term loan, with the balances payable on February 28,
2027.
68
Guarantee and Security
All obligations of the borrowers under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company and
all of its material, wholly-owned U.S. restricted subsidiaries, with customary exceptions including where providing such
guarantees are not permitted by law, regulation or contract or would result in adverse tax consequences.
All obligations of the borrowers under the Senior Secured Credit Facilities, and the guarantees of such obligations, are secured,
subject to permitted liens and other exceptions, by substantially all of the assets of the borrowers and each guarantor, including
but not limited to: (i) a perfected pledge of the capital stock issued by the borrowers and each subsidiary guarantor and (ii)
perfected security interests in substantially all other tangible and intangible assets of the borrowers and the guarantors (subject
to certain exceptions and exclusions). The obligations of the non-U.S. borrowers are secured by certain assets in jurisdictions
outside of the United States.
Certain Covenants and Events of Default
The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict, subject to certain
exceptions, the Company’s ability to: incur additional indebtedness and guarantee indebtedness; create or incur liens; engage in
mergers or consolidations; sell, transfer or otherwise dispose of assets; create limitations on subsidiary distributions; pay
dividends and distributions or repurchase its own capital stock; and make investments, loans or advances, prepayments of junior
financings, or other restricted payments.
The Revolving Credit Facility requires that, if the sum of the aggregate principle amount of all borrowings under the Revolving
Credit Facility and non-cash collateralized letters of credit outstanding under the Revolving Credit Facility (less the amount of
letters of credit outstanding as of June 28, 2019) exceeds 40% of the commitments under the Revolving Credit Facility, the
Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio shall not exceed 6.25 to 1.00 as of the last
day of the fiscal quarter.
The Senior Secured Credit Facilities also contain certain customary affirmative covenants and events of default.
Total Debt Maturities
Total debt maturities for the five years subsequent to December 31, 2022 and thereafter are approximately $36.5 million, $32.0
million, $30.1 million, $30.0 million, $2,638.1 million and $9.8 million, respectively.
Note 12:
Benefit Plans
Pension and Postretirement Benefit Plans
The Company sponsors a number of pension and postretirement plans worldwide. Pension plan benefits are provided to
employees under defined benefit pay-related and service-related plans, which are non-contributory in nature. The Company’s
funding policy for the U.S. defined benefit pension plans is to contribute at least the minimum required contribution required by
Employee Retirement Income Security Act (“ERISA”), as amended by the Pension Protection Act of 2016 (as amended by
MAP-21, HAFTA, and BBA 15). The Company intends to make contributions, as necessary, to prevent benefit restrictions in
the plans. The Company’s annual contributions to the non-U.S. pension plans are consistent with the requirements of applicable
local laws.
The Company also provides postretirement healthcare and life insurance benefits to a limited group of current and retired
employees, primarily in the United States. All of the Company’s postretirement benefit plans are unfunded.
69
The following table provides a reconciliation of the changes in the benefit obligations and in the fair value of the plan assets for
the periods described below.
Pension Benefits
U.S. Plans
2022
2021
Non-U.S. Plans
2021
2022
Other Postretirement
Benefits
2022
2021
Reconciliation of Benefit Obligations:
Beginning balance
Service cost
Interest cost
Plan amendments
Actuarial gains(1)
Benefit payments
Plan settlements
Effect of foreign currency exchange rate changes
Benefit obligations ending balance
Reconciliation of Fair Value of Plan Assets:
Beginning balance
Actual return on plan assets
Employer contributions
Acquisitions
Plan settlements
Benefit payments
Effect of foreign currency exchange rate changes
Fair value of plan assets ending balance
$
$
$
$
441.8 $
4.4
11.3
—
(105.0)
(26.5)
(6.2)
—
319.8 $
384.7 $
(92.5)
4.1
—
(6.2)
(26.5)
—
263.6 $
484.3 $
5.3
10.8
—
(20.0)
(25.7)
(12.9)
—
441.8 $
395.0 $
4.8
11.5
12.0
(12.9)
(25.7)
—
384.7 $
396.2 $
3.3
5.9
—
(112.0)
(11.2)
—
(34.7)
247.5 $
297.7 $
(66.9)
5.9
—
—
(11.2)
(29.1)
196.4 $
445.7 $
4.3
4.6
—
(30.0)
(13.7)
—
(14.7)
396.2 $
284.8
25.4
7.6
—
—
(13.7)
(6.4)
297.7
28.7 $
—
0.7
—
(5.0)
(3.3)
—
(0.1)
21.0 $
31.3
—
0.6
1.8
(1.6)
(3.3)
—
(0.1)
28.7
Funded Status as of Period End
$
(56.2) $
(57.1) $
(51.1) $
(98.5) $
(21.0) $
(28.7)
(1) Actuarial gains primarily resulted from changes in discount rates.
Amounts recognized as a component of accumulated other comprehensive income (loss) as of December 31, 2022 and 2021
that have not been recognized as a component of net periodic benefit cost are presented in the following table.
Net actuarial losses (gains)
Prior service cost
Amounts included in accumulated other
comprehensive income (loss)
Pension Benefits
U.S. Plans
2022
2021
Non-U.S. Plans
2021
2022
Other Postretirement
Benefits
2022
2021
$
(11.8) $
—
(12.7) $
—
(10.4) $
2.6
26.0 $
3.1
(4.4) $
0.1
0.5
0.2
$
(11.8) $
(12.7) $
(7.8) $
29.1 $
(4.3) $
0.7
Pension and other postretirement benefit liabilities and assets are included in the following captions in the Consolidated Balance
Sheets as of December 31, 2022 and 2021.
Other assets
Accrued liabilities
Pension and other postretirement benefits
2022
2021
$
17.8 $
(9.1)
(137.0)
10.4
(10.9)
(183.8)
70
The following table provides information for pension plans with an accumulated benefit obligation in excess of plan assets as of
December 31, 2022 and 2021.
Projected benefit obligations
Accumulated benefit obligation
Fair value of plan assets
U.S. Pension Plans
2021
2022
Non-U.S. Pension Plans
2022
2021
$
319.8 $
319.8
263.6
385.0 $
382.8
326.7
96.2 $
81.1
17.3
154.7
126.4
26.9
The accumulated benefit obligation for all U.S. defined benefit pension plans was $319.8 million and $439.6 million as of
December 31, 2022 and 2021, respectively. The accumulated benefit obligation for all non-U.S. defined benefit pension plans
was $237.1 million and $386.4 million as of December 31, 2022 and 2021, respectively.
The following tables provide the components of net periodic benefit cost (income) and other amounts recognized in other
comprehensive income (loss), before income tax effects, for the years ended December 31, 2022, 2021 and 2020.
Net Periodic Benefit Cost:
Service cost
Interest cost
Expected return on plan assets
Net periodic benefit cost
Gain due to settlement
Total net periodic benefit cost recognized
Other Changes in Plan Assets and Benefit Obligations Recognized in Other
Comprehensive Income (Loss):
Net actuarial loss (gain)
Amortization of net actuarial gain
Total recognized in other comprehensive income (loss)
Total recognized in net periodic benefit cost and other comprehensive income (loss)
Net Periodic Benefit Cost (Income):
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Amortization of net actuarial loss
Total net periodic benefit cost (income) recognized
Other Changes in Plan Assets and Benefit Obligations Recognized in Other
Comprehensive Income (Loss):
Net actuarial loss (gain)
Amortization of net actuarial loss
Amortization of prior service cost
Effect of foreign currency exchange rate changes
Total recognized in other comprehensive income (loss)
Total recognized in net periodic benefit cost (income) and other comprehensive
income (loss)
$
$
$
$
$
$
$
$
$
$
71
U.S. Pension Plans
2021
2020
2022
4.4 $
11.3
(13.0)
2.7
(0.5)
2.2 $
5.3 $
10.8
(12.2)
3.9
(0.6)
3.3 $
0.4 $
0.5
0.9 $
3.1 $
(12.5) $
0.6
(11.9) $
(8.6) $
5.8
9.5
(12.0)
3.3
—
3.3
(6.4)
—
(6.4)
(3.1)
Non-U.S. Pension Plans
2021
2022
2020
3.3 $
5.9
(11.8)
0.1
0.3
(2.2) $
4.3 $
4.6
(12.2)
0.2
4.9
1.8 $
(33.3) $
(0.3)
(0.1)
(3.2)
(36.9) $
(43.3) $
(4.9)
(0.2)
(1.4)
(49.8) $
3.8
6.1
(11.0)
0.1
2.9
1.9
16.3
(2.9)
(0.1)
4.2
17.5
(39.1) $
(48.0) $
19.4
Net Periodic Benefit Cost:
Interest cost
Amortization of prior service cost
Amortization of net actuarial loss
Net periodic benefit cost
Loss due to curtailments or settlements
Total net periodic benefit cost recognized
Other Changes in Plan Assets and Benefit Obligations Recognized in Other
Comprehensive Income (Loss):
Net actuarial loss (gain)
Amortization of net actuarial loss
Prior service cost
Amortization of prior service cost
Total recognized in other comprehensive income (loss)
Total recognized in net periodic benefit cost and other comprehensive income (loss)
$
$
$
$
$
Other Postretirement Benefits
2020
2021
2022
0.7 $
—
—
0.7
—
0.7 $
(5.0) $
—
—
—
(5.0) $
(4.3) $
0.6 $
0.1
0.1
0.8
—
0.8 $
(1.6) $
(0.1)
1.9
(0.1)
0.1 $
0.9 $
0.5
—
—
0.5
0.3
0.8
2.0
—
(1.6)
—
0.4
1.2
The discount rate selected to measure the present value of the Company’s benefit obligations was derived by examining the
rates of high-quality, fixed income securities whose cash flows or duration match the timing and amount of expected benefit
payments under a plan. The Company selects the expected long-term rate of return on plan assets in consultation with the plans’
advisors. This rate is intended to reflect the expected average rate of earnings on the funds invested or to be invested to provide
plan benefits and the Company’s most recent plan assets target allocations. In estimating the expected long-term rate of return
on plan assets, appropriate consideration is given to historical performance of the major asset classes held or anticipated to be
held by the plans and to current forecasts of future rates of return for those asset classes. Because assets are held in qualified
trusts, expected returns are not adjusted for taxes.
The following actuarial assumptions were used to determine net periodic benefit cost (income) and benefit obligations for the
years ended December 31, 2022, 2021 and 2020.
U.S. Pension Plans
Non-U.S. Pension Plans
2022
2021
2020
2022
2021
2020
Weighted-average actuarial assumptions used to determine net
periodic benefit cost:
Discount rate
Expected long-term rate of return on plan assets
Rate of compensation increases
2.7 % 2.4 % 2.7 % 1.6 % 1.1 % 1.6 %
3.5 % 3.2 % 2.6 % 4.4 % 4.3 % 4.4 %
3.0 % 3.0 % 4.0 % 4.3 % 3.1 % 2.7 %
Weighted-average actuarial assumptions used to determine benefit
obligations:
Discount rate
Rate of compensation increases
5.2 % 2.7 % 2.4 % 4.5 % 1.6 % 1.1 %
N/A 3.0 % 3.0 % 4.3 % 4.3 % 3.1 %
72
The following actuarial assumptions were used to determine other postretirement benefit plans costs and obligations for the
years ended December 31, 2022, 2021 and 2020.
Discount rate used to determine net periodic benefit cost
Discount rate used to determine benefit obligations
Weighted-average actuarial assumptions used to determine other postretirement
benefit plans costs and obligations:
Other Postretirement Benefits
2022
2021
2020
2.4% - 3.0% 1.8% - 2.4% 2.3% - 3.0%
4.9% - 5.2% 2.4% - 3.0% 1.9% - 2.3%
Healthcare cost trend rate assumed for next year
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
Year that the date reaches the ultimate trend rate
6.8 %
4.5 %
2034
6.8 %
4.5 %
2034
6.3 %
4.7 %
2029
The following table reflects the estimated benefit payments for the next five years and for the years 2028 through 2032. The
estimated benefit payments for the non-U.S. pension plans were calculated using foreign exchange rates as of December 31,
2022.
2023
2024
2025
2026
2027
Aggregate 2028-2032
Pension Benefits
U.S. Plans
Non-U.S. Plans
Other Postretirement
Benefits
$
31.2 $
27.5
27.2
26.0
25.4
115.4
12.5 $
13.0
14.9
15.0
14.3
79.8
3.0
2.7
2.5
2.3
2.0
7.6
In 2023, the Company expects to contribute approximately $2.8 million to the U.S. pension plans, approximately $6.1 million
to the non-U.S. pension plans, and approximately $3.0 million to the other postretirement benefit plans.
Plan Asset Investment Strategy
The Company’s overall investment strategy and objectives for its pension plan assets is to (i) meet current and future benefit
payment needs through diversification across asset classes, investing strategies and investment managers to achieve an optimal
balance between risk and return and between income and growth of assets through capital appreciation, (ii) secure participant
retirement benefits, (iii) minimize reliance on contributions as a source of benefit security, and (iv) maintain sufficient liquidity
to pay benefit obligations and proper expenses. The composition of the actual investments in various securities changes over
time based on short and long-term investment opportunities. None of the plan assets of Ingersoll Rand’s defined benefit plans
are invested in the Company’s common stock. The Company uses both active and passive investment strategies.
Plan Asset Risk Management
The target financial objectives for the pension plans are established in conjunction with periodic comprehensive reviews of each
plan’s liability structure. The Company’s asset allocation policy is based on detailed asset and liability model (“ALM”)
analyses. A formal ALM study of each major plan is undertaken every 2-5 years or whenever there has been a material change
in plan demographics, benefit structure, or funded status. In order to determine the recommended asset allocation, the advisors
model varying return and risk levels for different theoretical portfolios, using a relative measure of excess return over treasury
bills, divided by the standard deviation of the return (the “Sharpe Ratio”). The Sharpe Ratio for different portfolio options was
used to compare each portfolio’s potential return, on a risk-adjusted basis. The Company selected a recommended portfolio that
achieved the targeted composite return with the least amount of risk.
73
The Company’s primary pension plans are in the U.S. and UK which together comprise approximately 81% of the total benefit
obligations and 92% of total plan assets as of December 31, 2022. The following table presents the long-term target allocations
for these plans as of December 31, 2022.
Asset category:
Equity
Fixed income
Real estate and other
Total
Fair Value Measurements
U.S. Plans
UK Plan
12 %
84 %
4 %
100 %
34 %
55 %
11 %
100 %
The following tables present the fair values of the Company’s pension plan assets as of December 31, 2022 and 2021 by asset
category within the ASC 820 hierarchy (as defined in Note 20 “Fair Value Measurements”).
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
December 31, 2022
Significant
Unobservable
Inputs
(Level 3)
Significant
Observable
Inputs
(Level 2)
Investments
Measured
at NAV (5)
Total
$
3.2 $
— $
— $
— $
3.2
Asset Category
Cash and cash equivalents(1)
Equity funds:
U.S. small-cap
U.S. large-cap
International equity(2)
Total equity funds
Fixed income funds:
Corporate bonds - international
UK index-linked gilts
U.S. fixed income - government securities
U.S. fixed income - short duration
U.S. fixed income - intermediate duration
U.S. fixed income - long corporate
Global fixed income
Total fixed income funds
Other types of investments:
International real estate(3)
Other(4)
Total
$
—
3.9
16.9
20.8
44.6
41.6
—
—
—
—
—
86.2
—
—
—
—
—
—
—
—
—
—
—
—
3.8
18.5
27.5
49.8
7.6
—
33.1
1.8
50.3
135.7
8.0
236.5
16.6
—
123.6 $
—
26.8
26.8 $
—
—
286.3 $
3.8
22.4
64.5
90.7
52.2
41.6
33.1
1.8
50.3
135.7
8.0
322.7
16.6
26.8
460.0
—
—
20.1
20.1
—
—
—
—
—
—
—
—
—
23.3 $
74
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
December 31, 2021
Significant
Unobservable
Inputs
(Level 3)
Significant
Observable
Inputs
(Level 2)
Investments
Measured
at NAV (5)
Total
$
12.7 $
— $
— $
— $
12.7
—
—
24.3
24.3
—
—
—
—
—
—
—
—
—
—
8.0
45.9
53.9
25.3
35.9
—
—
—
—
—
61.2
—
—
—
—
—
—
—
—
—
—
—
—
6.3
29.0
68.3
103.6
9.6
—
38.0
5.2
41.1
234.8
13.5
342.2
49.5
—
164.6 $
—
34.0
34.0 $
—
1.0
446.8 $
6.3
37.0
138.5
181.8
34.9
35.9
38.0
5.2
41.1
234.8
13.5
403.4
49.5
35.0
682.4
Asset Category
Cash and cash equivalents(1)
Equity funds:
U.S. small-cap
U.S. large-cap
International equity(2)
Total equity funds
Fixed income funds:
Corporate bonds - international
UK index-linked gilts
U.S. fixed income - government securities
U.S. fixed income - short duration
U.S. fixed income - intermediate duration
U.S. fixed income - long corporate
Global fixed income
Total fixed income funds
Other types of investments:
International real estate(3)
Other(4)
Total
$
37.0 $
(1) Cash and cash equivalents consist of traditional domestic and foreign highly liquid short-term securities with the goal of providing
liquidity and preservation of capital while maximizing return on assets.
(2) The International category consists of investment funds focused on companies operating in developed and emerging markets
(3)
outside of the U.S. These investments target broad diversification across large and mid/small-cap companies and economic sectors.
International real estate consists primarily of equity and debt investments made, directly or indirectly, in various interests in
unimproved and improved real properties.
(4) Other investments consist of insurance and reinsurance contracts securing the retirement benefits. The fair value of these contracts
was calculated at the discount value of premiums paid by the Company, less expenses charged by the insurance providers. The
insurance providers with which the Company has placed these contracts are well-known financial institutions with an established
history of providing insurance services.
(5) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not
been categorized in the fair value hierarchy.
Defined Contribution Plans
The Company also sponsors defined contribution plans at various locations throughout the world. Benefits are determined and
funded regularly based on terms of the plans or as stipulated in a collective bargaining agreement. The Company’s full-time
salaried and hourly employees in the U.S. are eligible to participate in Company-sponsored defined contribution savings plans,
which are qualified plans under the requirements of Section 401(k) of the Internal Revenue Code. The Company’s contributions
to the savings plans are in the form of cash. The Company’s total contributions to all worldwide defined contribution plans for
the years ended December 31, 2022, 2021, and 2020 were $46.6 million, $40.6 million and $35.9 million, respectively.
Other Benefit Plans
There are various other employment contracts, deferred compensation arrangements, covenants not to compete, and change in
control agreements with certain employees and former employees. The Company offers a long-term service award program for
qualified employees at certain of its non-U.S. locations. Under this program, qualified employees receive a service gratuity
(“Jubilee”) payment once they have achieved a certain number of years of service. The liabilities associated with such
arrangements are not material to the Company’s consolidated financial statements.
75
Note 13:
Stockholders’ Equity and Noncontrolling Interests
Stockholders’ Equity
As of December 31, 2022 and 2021, 1,000,000,000 shares of voting common stock were authorized. Shares of common stock
outstanding were 405,117,710 and 407,785,207 as of December 31, 2022 and 2021, respectively. The Company is governed by
the General Corporation Law of the State of Delaware. All authorized shares of voting common stock have a par value of
$0.01. Shares of common stock reacquired are considered issued and reported as Treasury shares.
Noncontrolling Interests
The Company has a controlling interest of approximately 75% of the common shares of Ingersoll-Rand India Limited (“IR
India Limited”). The remaining shares are owned by unaffiliated shareholders and traded on India stock exchanges regulated by
Securities and Exchange Board of India (“SEBI”).
The Company’s acquisition of Ingersoll Rand Industrial in 2020 resulted in an indirect change in control of IR India Limited as
defined by SEBI Substantial Acquisition of Shares and Takeovers (“SAST”) regulations. As a result, the Company was
required to pursue either a tender offer for a certain number of noncontrolling shares or a voluntary delisting of the entity from
India stock exchanges.
In 2020, the Company initiated and completed a tender offer of approximately 6% of outstanding shares for an aggregate
purchase price of $14.9 million. Later in 2020, approximately 5% of outstanding shares were subsequently sold for an
aggregate purchase price of $11.9 million. As a result of these transactions, the Company’s ownership interest in IR India
Limited increased from approximately 74% before the tender offer to approximately 75% after the sale.
Share Repurchase Program
On August 24, 2021, the Board of Directors of Ingersoll Rand authorized a share repurchase program pursuant to which the
Company may repurchase up to $750.0 million of its common stock (the “2021 Repurchase Program”). Under the repurchase
program, Ingersoll Rand is authorized to repurchase shares through open market purchases, privately-negotiated transactions or
otherwise in accordance with all applicable securities laws and regulations, including through Rule 10b5-1 trading plans and
under Rule 10b-18 of the Securities Act of 1934.
For the year ended December 31, 2022, the Company repurchased 5,673,937 shares under the 2021 Repurchase Program at a
weighted average price of $45.36 per share for an aggregate value of $257.3 million.
There were no shares repurchased under the 2021 Repurchase Program for the year ended December 31, 2021.
Other Share Repurchases
On August 6, 2021, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) completed a secondary offering to sell its
remaining 29,788,635 shares of common stock, of which Ingersoll Rand purchased 14,894,317 shares for $49.05 per share.
Note 14:
Accumulated Other Comprehensive Income (Loss)
The Company’s other comprehensive income (loss) consists of (i) unrealized foreign currency net gains and losses on the
translation of the assets and liabilities of its foreign operations; (ii) realized and unrealized foreign currency gains and losses on
intercompany notes of a long-term nature and certain hedges of net investments in foreign operations, net of income taxes; (iii)
unrealized gains and losses on cash flow hedges (consisting of interest rate swap and cap contracts), net of income taxes; and
(iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes. See Note 12 “Benefit
Plans” and Note 19 “Hedging Activities, Derivative Instruments and Credit Risk.”
76
The before tax income (loss) and related income tax effect are as follows.
Balance as of December 31, 2019
Before tax income (loss)
Income tax effect
Other comprehensive income (loss)
Balance as of December 31, 2020
Before tax income (loss)
Income tax effect
Other comprehensive income (loss)
Divestiture of foreign subsidiaries
Balance as of December 31, 2021
Before tax income (loss)
Income tax effect
Other comprehensive income (loss)
Balance as of December 31, 2022
Foreign Currency
Translation
Adjustments, Net
$
Cash Flow
Hedges
Pension and Other
Postretirement
Benefit Plans
Total
(10.9) $
14.2
(3.3)
10.9
— $
—
—
—
—
— $
21.3
(5.3)
16.0
16.0 $
(51.5) $
(11.5)
2.6
(8.9)
(60.4) $
61.6
(12.9)
48.7
—
(11.7) $
41.0
(14.2)
26.8
15.1 $
(256.0)
255.8
14.4
270.2
14.2
(58.3)
4.0
(54.3)
(1.5)
(41.6)
(174.8)
(35.3)
(210.1)
(251.7)
(193.6) $
253.1
15.1
268.2
74.6 $
(119.9)
16.9
(103.0)
(1.5)
(29.9) $
(237.1)
(15.8)
(252.9)
(282.8) $
$
$
$
The tables above include only the other comprehensive income (loss), net of tax, attributable to Ingersoll Rand Inc. Other
comprehensive loss, net, attributable to noncontrolling interest holders was 7.2 million, 2.3 million and $1.4 million for
the years ended December 31, 2022, 2021 and 2020, respectively, and related entirely to foreign currency translation
adjustments.
Changes in accumulated other comprehensive income (loss) by component for the periods described below are presented in the
following table(1).
Balance as of December 31, 2019
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from accumulated other
comprehensive income (loss)
Other comprehensive income (loss)
Balance as of December 31, 2020
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from accumulated other
comprehensive income (loss)
Other comprehensive income (loss)
Divestiture of foreign subsidiaries
Balance as of December 31, 2021
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from accumulated other
comprehensive income (loss)
Other comprehensive income (loss)
Balance as of December 31, 2022
Foreign Currency
Translation
Adjustments, Net
$
(193.6) $
Cash Flow
Hedges
Pension and Other
Postretirement
Benefit Plans
Total
(10.9) $
(51.5) $
(256.0)
268.2
(3.0)
(11.2)
254.0
—
268.2
74.6 $
13.9
10.9
— $
2.3
(8.9)
(60.4) $
16.2
270.2
14.2
(103.0)
—
45.2
(57.8)
—
(103.0)
(1.5)
(29.9) $
—
—
—
— $
3.5
48.7
—
(11.7) $
3.5
(54.3)
(1.5)
(41.6)
(244.3)
13.9
26.9
(203.5)
(8.6)
(252.9)
(282.8) $
2.1
16.0
16.0 $
(0.1)
26.8
15.1 $
(6.6)
(210.1)
(251.7)
$
$
$
(1) All amounts are net of tax. Amounts in parentheses indicate debits.
77
Reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2022, 2021 and
2020 are presented in the following table.
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
Details about Accumulated Other Comprehensive Income
(Loss) Components
2022
2021
2020
Affected Line(s) in the Statement
Where Net Income is Presented
Cash flow hedges (interest rate swaps and caps)
$
2.8 $ — $ 18.5
Interest expense
Benefit for income taxes
(0.7)
—
(4.6) Benefit for income taxes
Cash flow hedges (interest rate swaps and caps), net of tax
$
2.1 $ — $ 13.9
Net investment hedges
Provision for income taxes
$ (11.5) $ — $ —
Interest expense
2.9
—
— Benefit for income taxes
Net investment hedges, net of tax
$
(8.6) $ — $ —
Amortization of defined benefit pension and other
postretirement benefit items(1)
Benefit for income taxes
Amortization of defined benefit pension and other
postretirement benefit items, net of tax
$
(0.1) $
4.7 $
3.0
Cost of sales and Selling and
administrative expenses
—
(1.2)
(0.7) Benefit for income taxes
$
(0.1) $
3.5 $
2.3
Total reclassifications for the period
$
(6.6) $
3.5 $ 16.2
(1) These components are included in the computation of net periodic benefit cost. See Note 12 “Benefit Plans” for additional details.
Note 15:
Revenue from Contracts with Customers
Overview
The Company recognizes revenue when it has satisfied its obligation and control is transferred to the customer. The amount of
revenue recognized includes adjustments for any variable consideration, such as rebates, sales discounts and liquidated
damages, which are included in the transaction price, and allocated to each performance obligation. The variable consideration
is estimated throughout the course of the contract using the Company’s best estimates. Judgements impacting variable
consideration related to material rebate and sales discount programs, and significant contracts containing liquidated damage
clauses are governed by management review processes.
The majority of the Company’s revenues are derived from short duration contracts and revenue is recognized at a single point in
time when control is transferred to the customer, generally at shipment or when delivery has occurred or services have been
rendered.
The Company has certain long duration engineered to order (“ETO”) contracts that require highly-engineered solutions
designed to customer specific applications. For contracts where the contractual deliverables have no alternative use and the
contract termination clauses provide for the recovery of cost plus a reasonable margin, revenue is recognized over time based
on the Company’s progress in satisfying the contractual performance obligations, generally measured as the ratio of actual costs
incurred to date to the estimated total costs to complete the contract. For contracts with termination provisions that do not
provide for recovery of cost and a reasonable margin, revenue is recognized at a point in time, generally at shipment or delivery
to the customer. Identification of performance obligations, determination of alternative use, assessment of contractual language
regarding termination provisions, and estimation of total project costs are all significant judgments required in the application of
ASC 606.
Contractual specifications and requirements may be modified. The Company considers contract modifications to exist when the
modification either creates new or changes the existing enforceable rights and obligations. In the event a contract modification
is for goods or services that are not distinct in the contract, and therefore, form part of a single performance obligation that is
partially satisfied as of the modification date, the effect of the contract modification on the transaction price and the Company’s
measure of progress for the performance obligation to which it relates, is recognized on a cumulative catch-up basis.
Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing
transaction, that are collected by the Company from a customer, are excluded from revenue. Sales commissions are due at either
collection of payment from customers or recognition of revenue. Applying the practical expedient from ASC 340-40-25-4, the
Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the
78
assets that the Company otherwise would have recognized is one year or less. These costs are included in “Selling and
administrative expenses” in the Consolidated Statements of Operations.
Disaggregation of Revenue
The following table provides disaggregated revenue by reportable segment for the years ended December 31, 2022 and 2021.
Industrial Technologies
and Services
Precision and Science
Technologies
Total
2022
2021
2022
2021
2022
2021
Primary Geographic Markets
United States
Other Americas
Total Americas
EMEIA
Asia Pacific
Total
Product Categories
Original equipment(1)
Aftermarket(2)
Total
Pattern of Revenue Recognition
Revenue recognized at point in time(3)
Revenue recognized over time(4)
Total
$
$
$
$
$
$
1,900.3 $
320.5
2,220.8
1,442.8
1,041.5
4,705.1 $
1,554.6 $
264.9
1,819.5
1,363.4
978.1
4,161.0 $
550.1 $
29.7
579.8
434.5
196.9
1,211.2 $
432.2 $
20.5
452.7
368.1
170.6
991.4 $
2,450.4 $
350.2
2,800.6
1,877.3
1,238.4
5,916.3 $
1,986.8
285.4
2,272.2
1,731.5
1,148.7
5,152.4
2,852.5 $
1,852.6
4,705.1 $
2,467.1 $
1,693.9
4,161.0 $
980.3 $
230.9
1,211.2 $
822.3 $
169.1
991.4 $
3,832.8 $
2,083.5
5,916.3 $
3,289.4
1,863.0
5,152.4
4,314.3 $
390.8
4,705.1 $
3,811.3 $
349.7
4,161.0 $
1,204.1 $
7.1
1,211.2 $
988.3 $
3.1
991.4 $
5,518.4 $
397.9
5,916.3 $
4,799.6
352.8
5,152.4
(1) Revenues from sales of capital equipment within the Industrial Technologies and Services segment and sales of components to
original equipment manufacturers in the Precision and Science Technologies segment.
(2) Revenues from sales of spare parts, accessories, other components and services in support of maintaining customer owned, installed
base of the Company’s original equipment. Service revenue represents less than 10% of consolidated revenue.
(3) Revenues from short and long duration product and service contracts recognized at a point in time when control is transferred to the
customer generally when product delivery has occurred and services have been rendered.
(4) Revenues primarily from long duration ETO product contracts, certain multi-year service contracts, and certain contracts for the
delivery of a significant volume of substantially similar products recognized over time as contractual performance obligations are
completed.
Performance Obligations
The majority of the Company’s contracts have a single performance obligation as the promise to transfer goods and/or services.
For contracts with multiple performance obligations, the Company utilizes observable prices to determine standalone selling
price or cost plus margin if a standalone price is not available. The Company has elected to account for shipping and handling
activities as fulfillment costs and not a separate performance obligation. If control transfers and related revenue is recognized
for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities
are accrued.
The Company’s primary performance obligations include delivering standard or configured to order (“CTO”) goods to
customers, designing and manufacturing a broad range of equipment customized to a customer’s specifications in ETO
arrangements, rendering of services (maintenance and repair contracts), and certain extended or service type warranties. For
incidental items that are immaterial in the context of the contract, costs are expensed as incurred or accrued at delivery.
As of December 31, 2022, for contracts with an original duration greater than one year, the Company expects to recognize
revenue in the future related to unsatisfied (or partially satisfied) performance obligations of $551.5 million in the next twelve
months and $492.1 million in periods thereafter. The performance obligations that are unsatisfied (or partially satisfied) are
primarily related to orders for goods or services that were placed prior to the end of the reporting period and have not been
delivered to the customer, on-going work on ETO contracts where revenue is recognized over time and service contracts with
an original duration greater than one year.
79
Contract Balances
The following table provides the contract balances as of December 31, 2022 and 2021 presented in the Consolidated Balance
Sheets.
Accounts receivable, net
Contract assets
Contract liabilities - current
Contract liabilities - noncurrent
December 31, 2022 December 31, 2021
948.6
$
60.8
242.1
1.4
1,122.0 $
70.6
305.6
1.1
Accounts receivable, net – Amounts due where the Company’s right to receive cash is unconditional. Customer receivables
are recorded at face amount less an allowance for credit losses. The Company maintains an allowance for credit losses as a
result of customers’ inability to make required payments. Management evaluates the aging of customer receivable balances, the
financial condition of its customers, historical trends and the time outstanding of specific balances to estimate the amount of
customer receivables that may not be collected in the future and records the appropriate provision.
Contract assets – The Company’s rights to consideration for the satisfaction of performance obligations subject to constraints
apart from timing. Contract assets are transferred to receivables when the right to collect consideration becomes unconditional.
Contract assets are presented net of progress billings and related advances from customers.
Contract liabilities – Advance payments received from customers for contracts for which revenue is not yet recognized.
Contract liability balances are generally recognized in revenue within twelve months. Of the $243.5 million in contract
liabilities as of December 31, 2021, we recognized substantially all as revenue in the year ended December 31, 2022.
Contract assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each
reporting period. Contract assets and liabilities are presented net on a contract level, where required.
Payments from customers are generally due 30 to 60 days after invoicing. Invoicing for sales of standard products generally
coincides with shipment or delivery of goods. Invoicing for CTO and ETO contracts typically follows a schedule for billing at
contractual milestones. Payment milestones normally include down payments upon the contract signing, completion of product
design, completion of customer’s preliminary inspection, shipment or delivery, completion of installation, and customer’s on-
site inspection. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled
receivables (contract assets) and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets.
The Company has elected the practical expedient from ASC 606-10-32-18 and does not adjust the transaction price for the
effects of a financing component if, at contract inception, the period between when the Company transfers a promised good or
service to a customer and when the customer pays for that good or service will be one year or less.
Note 16:
Income Taxes
Income (loss) before income taxes for the years ended December 31, 2022, 2021 and 2020 consisted of the following.
U.S.
Non-U.S.
Income (loss) before income taxes
2022
2021
2020
$
$
267.5 $
474.7
742.2 $
121.3 $
391.7
513.0 $
(158.4)
113.0
(45.4)
80
The following table details the components of the Provision (benefit) for income taxes for the years ended December 31, 2022,
2021 and 2020.
Current:
U.S. federal
U.S. state and local
Non-U.S.
Deferred:
U.S. federal
U.S. state and local
Non-U.S.
Provision (benefit) for income taxes
2022
2021
2020
$
$
66.5 $
21.5
147.4
(37.3)
(5.5)
(43.0)
149.6 $
(33.1) $
5.8
109.1
(19.5)
(0.9)
(83.2)
(21.8) $
6.6
6.7
79.6
(33.4)
(2.9)
(45.2)
11.4
Certain prior period amounts within this Note have been reclassified to conform to the current period presentation.
The U.S. federal corporate statutory rate is reconciled to the Company’s effective income tax rate for the years ended
December 31, 2022, 2021 and 2020 as follows.
2022
2021
2020
U.S. federal corporate statutory rate
State and local taxes, less federal tax benefit
Net effects of foreign tax rate differential
Withholding tax
Repatriation cost
Global Intangible Low-Tax Income (“GILTI”)
ASC 740-30 (formerly APB 23)
Valuation allowance changes
Uncertain tax positions
Equity compensation
Nondeductible acquisition costs
Foreign Derived Intangible Income (“FDII”) deduction
Tax credits
Income not subject to tax
Utilization of capital loss
Non-U.S. deferred change related to asset sales
Return to provision adjustment
Other, net
Effective income tax rate
21.0 %
2.0
1.5
2.1
(3.2)
0.3
1.9
0.5
0.2
(0.6)
0.4
(1.6)
(1.1)
(3.5)
—
—
—
0.3
20.2 %
21.0 %
1.1
1.0
3.0
1.4
2.3
2.9
(5.4)
(1.3)
(2.5)
0.4
(3.2)
(0.8)
(3.3)
(9.1)
(8.0)
(1.3)
(2.4)
(4.2) %
21.0 %
(8.0)
(14.6)
(12.9)
17.7
(11.7)
(18.6)
4.8
(4.7)
6.1
(7.7)
10.1
4.7
—
—
—
0.5
(11.8)
(25.1) %
81
The principal items that gave rise to deferred income tax assets and liabilities as of December 31, 2022 and 2021 are as follows.
Deferred Tax Assets:
Reserves and accruals
Allowance for credit losses
Inventory reserve
Pension and postretirement benefit plans
Tax loss carryforwards
Deferred taxes recorded in other comprehensive income
Foreign tax credit carryforwards
Other
Total deferred tax assets
Valuation allowance
Deferred Tax Liabilities:
LIFO inventory
Investment in partnership
Property, plant and equipment
Intangible assets
Unremitted foreign earnings
Other
Total deferred tax liabilities
Net deferred income tax liability
2022
2021
$
$
78.5 $
7.4
4.9
25.4
107.2
0.1
53.8
31.8
309.1
(107.3)
(21.8)
(36.3)
(36.0)
(663.6)
(32.4)
—
(790.1)
(588.3) $
69.3
10.0
12.0
41.7
95.9
10.2
43.8
30.9
313.8
(106.4)
(16.2)
(37.4)
(40.9)
(742.1)
(49.6)
(1.6)
(887.8)
(680.4)
The Company believes that it is more likely than not that it will realize its deferred tax assets through the reduction of future
taxable income, other than for the deferred tax assets reflected below. Tax attributes and related valuation allowances as of
December 31, 2022 were as follows.
Tax Attributes to be Carried Forward
U.S. federal net operating loss
U.S. federal net operating loss
U.S. federal capital loss
U.S. federal capital loss
U.S. federal tax credit
Alternative minimum tax credit
U.S. state and local net operating losses
U.S. state and local tax credit
U.S. state capital loss
Non U.S. net operating losses
Non U.S. capital losses
Excess interest
Other deferred tax assets
Total tax carryforwards
Tax Benefit
Valuation
Allowance
Carryforward
Period Ends
$
$
0.2 $
0.1
24.8
—
53.8
0.8
2.8
0.3
0.5
67.0
0.6
11.9
3.4
166.2 $
(0.2)
(0.1)
—
—
(53.8)
(0.1)
(0.4)
—
—
(46.1)
(0.6)
(2.6)
(3.4)
(107.3)
Unlimited
2031-2040
2027
2031-2040
2023-2032
Unlimited
2026-2041
2040
2027
Unlimited
Unlimited
Unlimited
Unlimited
82
A reconciliation of the changes in the valuation allowance for deferred tax assets for the years ended December 31, 2022, 2021
and 2020 are as follows.
Beginning balance
Revaluation or additions due to acquisitions or mergers(1)
Charged to tax expense
Charged to other accounts
Deductions(2)
Ending balance
2022
2021
2020
$
$
106.4 $
—
3.1
(2.2)
—
107.3 $
140.6 $
—
(27.6)
(6.6)
—
106.4 $
67.9
63.3
8.3
1.1
—
140.6
(1)
Revaluation for the tax year ended December 31, 2020 relates to the inclusion of Ingersoll Rand’s opening balance sheet (“OBS”)
beginning valuation allowance.
(2) Deductions relate to the realization of net operating losses or the removal of deferred tax assets.
Total unrecognized tax benefits were $10.8 million, $21.1 million and $27.8 million for the years ended December 31, 2022,
2021 and 2020, respectively. The net decrease in this balance primarily relates to a release of the Italian audit settlement
indemnified by Trane Technologies. The post-merger portion of the reserve was adjusted to reflect the settlement terms.
Included in total unrecognized benefits at December 31, 2022 is $10.8 million of unrecognized tax benefits that would affect
the Company’s effective tax rate if recognized. The balance of total unrecognized tax benefits is not expected to significantly
increase or decrease within the next twelve months. Below is a tabular reconciliation of the changes in total unrecognized tax
benefits during the years ended December 31, 2022, 2021 and 2020.
Beginning balance
Gross increases for tax positions of prior years
Gross decreases for tax positions of prior years
Gross increases for tax positions of current year
Settlements
Lapse of statute of limitations
Changes due to currency fluctuations
Ending balance
2022
2021
2020
21.1 $
0.4
(3.7)
4.1
(9.9)
(0.1)
(1.1)
10.8 $
27.8 $
0.8
—
5.3
—
(11.8)
(1.0)
21.1 $
12.5
—
—
16.8
—
(3.5)
2.0
27.8
$
$
The Company includes interest expense and penalties related to unrecognized tax benefits as part of the provision for income
taxes. The Company’s income tax liabilities at December 31, 2022 and 2021 include accrued interest and penalties of $1.1
million and $1.2 million, respectively.
The statutes of limitations for U.S. Federal tax returns are open beginning with the 2019 tax year, and state returns are open
beginning with the 2017 tax year.
The Company is subject to income tax in approximately 47 jurisdictions outside the U.S. The statute of limitations varies by
jurisdiction with 2014 being the oldest year still open. The Company’s significant operations outside the U.S. are located in the
United Kingdom, Germany, China, Ireland, Hong Kong, and Singapore. In Germany, a tax audit covering tax years 2015-2019
was still open. The Company is under audit in Italy for tax years 2014 – 2020. However, as this audit covers pre-merger tax
years for legacy Ingersoll Rand Industrial entities, the Company has been indemnified by Trane Technologies for any future
liability arising from the audit. Note that any other liabilities arising from pre-merger tax years for legacy Ingersoll Rand
Industrial entities would be similarly indemnified.
The Company does not assert the ASC 740-30 (formerly APB 23) indefinite reinvestment of the Company’s historical non-U.S.
earnings or future non-U.S. earnings. This assertion has not changed following the merger. The Company records a deferred
foreign tax liability to cover all estimated withholding, state income tax and foreign income tax associated with repatriating all
non-U.S. earnings back to the United States. The Company’s deferred income tax liability as of December 31, 2022 was $32.4
million which is a significant increase over prior year due mainly to increased foreign operations as a result of the Ingersoll
Rand Industrial acquisition.
Note 17:
Leases
The Company has operating and financing leases for real estate, vehicles, IT equipment, office equipment and production
equipment. The Company determines if an arrangement is a lease and identifies the classification of the lease as a financing
83
lease or an operating lease at inception. Operating leases are recorded as operating lease right-of-use assets (“ROU assets”) in
“Other assets” and operating lease liabilities in “Accrued liabilities” and “Other liabilities” in the Consolidated Balance Sheets.
Financing leases are recorded as financing ROUs in “Property, plant and equipment” and lease liabilities in “Short-term
borrowings and current maturities of long-term debt” and “Long-term debt, less current maturities” in the Consolidated Balance
Sheets.
At the date of commencement, lease liabilities are recorded at the present value of the future minimum lease payments over the
lease term. The lease term is equal to the initial term at commencement plus any renewal or extension options that the Company
is reasonably certain will be exercised. ROU assets at the date of commencement are equal to the amount of the initial lease
liability, the initial direct costs incurred by the Company and any prepaid lease payments less any incentives received.
Subsequent to the commencement date, operating lease liabilities are recorded at the present value of unpaid lease payments
discounted at a discount rate established at the commencement date. Due to the absence of an implicit rate in the Company’s
lease contracts, an incremental borrowing rate is used in the determination of the present value of future lease payments.
Incremental borrowing rates for a lease are based on the lease term, lease currency and the Company’s credit spread. Operating
ROU assets are recorded as the beginning balance less accumulated amortization with accumulated amortization equaling the
straight-lined lease expense less the periodic accretion of the lease liability using the effective interest rate method.
Subsequent to the commencement date, financing lease liabilities are increased to reflect interest on the lease liability and
decreased for principal lease payments made. The financing ROU asset is measured at cost less amortization expense and any
accumulated impairment loss. Amortization expense is calculated on a straight-line basis over the lease term or remaining
useful life.
The Company’s lease terms allow for the extension or termination of its leases and accounts for the extension and termination
when it is reasonably certain that the Company will exercise the option or terminate the lease. Reassessment of the lease term
occurs when there is a significant event or a significant change in circumstances that is within the control of the Company that
directly affects whether the Company is reasonably certain to exercise or not to exercise an option to extend or terminate the
lease or to purchase the underlying asset.
Contractual specifications and requirements may be modified. The Company considers contract modifications to exist when the
modification includes a change to the contractual terms, scope of the lease or the consideration given. In the event that the right
to use an additional asset is granted and the lease payments associated with the additional asset are commensurate with the
ROU asset’s standalone price, the modification is accounted for as a separate contract and the original contract remains
unchanged. In the event that a single lease is modified, the Company reassessed the classification of the modified lease as of the
effective date of the modification based on the modified terms and accounts for initial direct costs, lease incentives and any
other payments made to or by the Company in connection with the modification in the same manner that items would be
accounted for in connection with a new lease. If there is an additional ROU asset included, the lease term is extended or
reduced, or the consideration is the only change in the contract, the Company reallocates the remaining consideration in the
contract and remeasures the lease liability using a discount rate determined at the effective date of the modification. The
remeasured lease liability for the modified lease is an adjustment to the corresponding ROU asset and does not impact the
Consolidated Statements of Operations. In the event of a full or partial termination, the carrying value of the ROU asset
decreases on a basis proportionate to the full or partial termination and any difference between the reduction in the lease
liability and the proportionate reduction of the ROU asset is recognized as a gain or loss at the effective date of the
modification.
The Company does not recognize leases with an original term of less than 12 months on its balance sheet and continues to
expense such leases. The Company also elected the practical expedient allowing the Company to account for each separate
lease component of a contract and its associated non-lease component as a single lease component. This practical expedient was
applied to all underlying asset classes. Variable lease expense was not material.
84
The components of lease expense for the years ended December 31, 2022 and 2021 are as follows.
Operating lease cost
Finance lease cost
Amortization of right-of-use assets
Interest on lease liabilities
Total finance lease cost
Short-term lease cost
2022
2021
45.8 $
50.6
1.5 $
1.0
2.5 $
4.3 $
1.5
1.1
2.6
2.0
$
$
$
$
Supplemental cash flow information related to leases for the years ended December 31, 2022 and 2021 is as follows.
Supplemental Cash Flows Information
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Leased Assets Obtained in Exchange for New Operating Lease Liabilities
Supplemental balance sheet information related to leases is as follows.
Operating leases
Other assets
Accrued liabilities
Other liabilities
Total operating lease liabilities
Finance Leases
Property, plant and equipment
Short-term borrowings and current maturities of long-term debt
Long-term debt, less current maturities
Total finance lease liabilities
Weighted Average Remaining Lease Term (in years)
Operating leases
Finance leases
Weighted Average Discount Rate
Operating leases
Finance leases
2022
2021
$
47.0 $
1.0
1.2
63.2
52.0
1.1
1.1
15.8
December 31, 2022 December 31, 2021
$
$
$
$
126.9
$
101.8
39.6
80.4
120.0
$
13.7
$
1.2
14.9
16.1
$
4.5
11.1
2.9 %
6.4 %
34.9
61.0
95.9
15.1
1.1
16.0
17.1
4.0
11.9
1.8 %
6.3 %
85
Maturities of lease liabilities as of December 31, 2022 are as follows.
2023
2024
2025
2026
2027
Thereafter
Total lease payments
Less imputed interest
Total
Operating Leases
$
Finance Leases
2.2
2.1
2.0
2.0
2.1
12.7
23.1
(7.0)
16.1
41.9 $
28.0
19.9
15.0
8.3
13.7
126.8 $
(6.8)
120.0 $
$
$
Note 18:
Stock-Based Compensation Plans
The Company has outstanding stock-based compensation awards granted under the 2013 Stock Incentive Plan (“2013 Plan”)
and the 2017 Omnibus Incentive Plan, as amended (amended by the First Amendment, dated April 27, 2021, “2017
Plan”). Following the Company’s initial public offering, the Company grants stock-based compensation awards pursuant to the
2017 Plan and ceased granting new awards pursuant to the 2013 Plan.
2017 Omnibus Incentive Plan
In May 2017, the Company’s Board approved the 2017 Plan, and in February 2020, the Company’s stockholders approved the
amendment and restatement of the 2017 Plan. Under the terms of the Plan, the Company’s Board may grant up to 19.6 million
stock based and other incentive awards. Any shares of common stock subject to outstanding awards granted under the
Company’s 2013 plan that, after the effective date of the 2017 Plan, expire or are otherwise forfeited or terminated in
accordance with their terms are also available for grant under the 2017 Plan. All stock options were granted to employees,
directors and advisors with an exercise price equal to the fair value of the Company’s per share common stock at the date of
grant. Stock option awards typically vest over four or five years and expire ten years from the date of grant.
2013 Stock Incentive Plan
The Company adopted the 2013 Plan on October 14, 2013 as amended on April 27, 2015 under which the Company had the
ability to grant stock-based compensation awards to employees, directors and advisors. The total number of shares available for
grant under the 2013 Plan and reserved for issuance was 20.9 million shares. All stock options were granted to employees,
directors and advisors with an exercise price equal to the fair value of the Company’s per share common stock at the date of
grant. Stock option awards vested over either five, four, or three years with 50% of each award vesting based on time and 50%
of each award vesting based on the achievement of certain financial targets.
Stock-Based Compensation Expense
Stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020 are included in “Cost of sales” and
“Selling and administrative expenses” in the Consolidated Statements of Operations and are as follows.
Stock-based compensation expense recognized in:
Continuing operations
Discontinued operations
Total stock-based compensation expense
Stock-Based Compensation Expense - Continuing Operations
2022
2021
2020
$
$
78.9 $
—
78.9 $
87.2 $
10.9
98.1 $
47.5
3.8
51.3
For the year ended December 31, 2022, the $78.9 million of stock-based compensation expense included expense for equity
awards granted under the 2013 Plan and 2017 Plan of $80.0 million and a decrease in the liability for stock appreciation rights
(“SAR”) of $1.1 million. Of the $80.0 million of expense for equity awards granted under the 2013 Plan and 2017 Plan, $39.5
million related to the $150 million equity grant to nearly 16,000 employees worldwide announced in the third quarter of 2020.
86
For the year ended December 31, 2021, the $87.2 million of stock-based compensation expense included expense for equity
awards granted under the 2013 Plan and 2017 Plan of $85.8 million and an increase in the liability for SARs of $1.4 million. Of
the $85.8 million of expense for equity awards granted under the 2013 Plan and 2017 Plan, $57.4 million related to the
$150 million equity grant to nearly 16,000 employees worldwide announced in the third quarter of 2020.
For the year ended December 31, 2020, the $47.5 million of stock-based compensation expense included expense for
modifications of equity awards for certain former employees of $2.9 million, expense for equity awards granted under the 2013
Plan and 2017 Plan of $43.3 million and an increase in the liability for SARs of $1.3 million. The $2.9 million of stock-based
compensation expense for modifications provided continued vesting through scheduled vesting dates of certain equity awards
for certain former employees. These costs are included in “Selling and administrative expenses” in the Consolidated Statements
of Operations. Of the $43.3 million of expense for equity awards granted under the 2013 Plan and 2017 Plan, $23.4 million
related to the $150 million equity grant to nearly 16,000 employees worldwide announced in the third quarter of 2020.
As of December 31, 2022, there was $112.9 million of total unrecognized compensation expense related to outstanding stock
option, restricted stock unit and performance share unit awards granted to employees and non-employee directors, as well as
500,000 conditional stock options awarded during the third quarter of 2022 to our Chairman and CEO in which the service date
precedes the grant date, and will be granted upon achievement of certain performance targets. These 500,000 stock options have
not been included in the Stock Option Awards section below since the grant date has not occurred.
SARs, granted under the 2013 Plan, are expected to be settled in cash and are accounted for as liability awards. As of
December 31, 2022 and 2021 a liability of approximately $3.3 million and $4.5 million, respectively, for SARs was included in
“Accrued liabilities” in the Consolidated Balance Sheets.
Stock-Based Compensation Expense - Discontinued Operations
For the year ended December 31, 2021, the $10.9 million of stock-based compensation expense included expense for
modifications of equity awards of $3.8 million and expense for equity awards granted under the 2013 and 2017 Plan of $7.1
million. The modifications allowed for the vesting of the first tranche of the All-Employee Equity Grant awarded to HPS and
SVT employees despite their termination due to the divestitures. Of the $7.1 million of expense for equity awards granted under
the 2013 Plan and 2017 Plan, $5.4 million related to the All-Employee Equity Grant.
Stock Option Awards
A summary of the Company’s stock option (including SARs) activity for the year ended December 31, 2022 is presented in the
following table (underlying shares in thousands).
Weighted-
Average
Exercise Price
(per share)
Wtd. Avg.
Remaining
Contractual
Term (years)
Aggregate Intrinsic
Value of In-The-
Money Options
(in millions)
Shares
Outstanding at December 31, 2021
Granted
Exercised or Settled
Forfeited
Expired
Outstanding at December 31, 2022
Vested at December 31, 2022
6,746 $
754
(947)
(162)
(8)
6,383
4,444
21.76
53.09
20.36
38.51
41.19
25.22
18.39
5.1 $
3.9 $
173.2
150.5
The per-share weighted average grant date fair value of stock options granted during the years ended December 31, 2022, 2021
and 2020 was $21.24, $18.06 and $9.29, respectively.
The intrinsic value of stock options exercised was $27.7 million, $53.5 million and $66.0 million during the years ended
December 31, 2022, 2021 and 2020, respectively.
87
The following assumptions were used to estimate the fair value of options granted during the years ended December 31, 2022,
2021 and 2020.
2022
2021
2020
Expected life of options (in years)
Risk-free interest rate
Assumed volatility
Expected dividend rate
Restricted Stock Unit Awards
6.3
1.9% - 3.9%
6.3
6.3
0.4% - 1.5%
0.9% - 1.3%
37.1% - 38.3% 38.6% - 39.4% 24.6% - 41.1%
0.0 %
0.0% - 0.1%
0.1% - 0.2%
Restricted stock units are typically granted in the first quarter of the year to employees and non-employee directors based on the
market price of the Company’s common stock on the grant date and recognized in compensation expense over the vesting
period. Eligible employees were also granted restricted stock units, during the third quarter of 2020, that vest ratably over two
years, subject to the passage of time and the employee’s continued employment during such period. In some instances, such as
death, awards may vest concurrently with or following an employee’s termination.
A summary of the Company’s restricted stock unit activity for the year ended December 31, 2022 is presented in the following
table (underlying shares in thousands).
Non-vested as of December 31, 2021
Granted
Vested
Forfeited
Non-vested as of December 31, 2022
Performance Share Unit Awards (“PSUs”)
Shares
Weighted-
Average Grant-
Date Fair Value
34.08
52.36
34.09
37.65
43.50
2,677 $
556
(2,031)
(197)
1,005
Annually, during the first quarter, the Company grants TSR PSUs to certain officers in which the number of shares issued at the
end of the performance period is determined by the Company’s total shareholder return percentile rank versus the S&P 500
index for the three year performance period. The grant date fair value of these awards is determined using a Monte Carlo
simulation pricing model and compensation cost is recognized straight-line over a three year period.
During the third quarter of 2022, the Company granted Special TSR PSUs to its Chairman and CEO under which the market
condition is achieved on the first date during the five year performance period on which the sum of (i) the 60-day volume-
weighted average closing price of the Company’s common stock, plus (ii) the cumulative value of any dividends paid during
the five year performance period equals or exceeds $81.85. Vesting of this award is conditional upon the service condition even
if the market condition is achieved prior to the end of the performance period. The grant date fair value of these awards is
determined using a Monte Carlo simulation pricing model and compensation cost is recognized straight-line over a five
year period. The Company also granted its Chairman and CEO Special EPS PSUs that are eligible to vest based on the level of
compounded annual growth rate of the Company’s Adjusted EPS during the five year performance period. The grant date fair
value of these awards is based on the market price of the Company’s common stock on the grant date and recognized as a
compensation expense over a 4.3 year period.
88
A summary of the Company’s performance stock unit activity for the year ended December 31, 2022 is presented in the
following table (underlying shares in thousands).
Shares
Weighted-
Average Grant-
Date Fair Value
39.89
46.56
—
39.61
44.99
393 $
1,175
—
(29)
Non-vested as of December 31, 2021
Granted
Vested
Forfeited
Non-vested as of December 31, 2022
1,539
The following assumptions were used to estimate the fair value of performance share units granted during the year ended
December 31, 2022, 2021 and 2020 using the Monte Carlo simulation pricing model.
Expected term (in years)
Risk-free interest rate
Assumed volatility
Expected dividend rate
2022
2021
2020
2.9 - 5.0
1.7% - 3.4%
35.0% - 36.4%
0.2 %
2.9
0.2 %
36.9 %
0.0 %
2.8
0.5 %
35.2 %
0.0 %
Note 19:
Hedging Activities, Derivative Instruments and Credit Risk
Hedging Activities
The Company is exposed to certain market risks during the normal course of its business arising from adverse changes in
interest rates and foreign currency exchange rates. The Company selectively uses derivative financial instruments
(“derivatives”), including cross-currency interest rate swap and foreign currency forward contracts, and interest rate swap and
cap contracts, to manage the risks from fluctuations in foreign currency exchange rates and interest rates, respectively. The
Company does not purchase or hold derivatives for trading or speculative purposes. Fluctuations in interest rates and foreign
currency exchange rates can be volatile, and the Company’s risk management activities do not totally eliminate these risks.
Consequently, these fluctuations could have a significant effect on the Company’s financial results.
The Company’s exposure to interest rate risk results primarily from its variable-rate borrowings. The Company manages its
debt centrally, considering tax consequences and its overall financing strategies. The Company manages its exposure to interest
rate risk by using interest rate caps and pay-fixed interest rate swaps from time to time as cash flow hedges of variable rate debt
in order to adjust the relative fixed and variable proportions.
A substantial portion of the Company’s operations is conducted by its subsidiaries outside of the United States in currencies
other than the USD. Almost all of the Company’s non-U.S. subsidiaries conduct their business primarily in their local
currencies, which are also their functional currencies. Other than the USD, the EUR, GBP, and Chinese Renminbi are the
principal currencies in which the Company and its subsidiaries enter into transactions. The Company is exposed to the impacts
of changes in foreign currency exchange rates on the translation of its non-U.S. subsidiaries’ assets, liabilities and earnings into
USD. The Company manages this exposure by having certain U.S. subsidiaries borrow in currencies other than the USD or
utilizing cross-currency interest rate swaps as net investment hedges.
The Company and its subsidiaries are also subject to the risk that arises when they, from time to time, enter into transactions in
currencies other than their functional currency. To mitigate this risk, the Company and its subsidiaries typically settle
intercompany trading balances at least quarterly. The Company also selectively uses forward currency contracts to manage this
risk. These contracts for the sale or purchase of non-functional currencies generally mature within one year.
89
Derivative Instruments
The following table summarizes the notional amounts, fair values and classification of the Company’s outstanding derivatives
by risk category and instrument type within the Consolidated Balance Sheets as of December 31, 2022 and 2021.
Derivative
Classification
Notional
Amount(1)
Fair Value(1)
Other Current
Assets
Fair Value(1)
Other Assets
Fair Value(1)
Accrued
Liabilities
Fair Value(1)
Other
Liabilities
December 31, 2022
Derivatives Designated as
Hedging Instruments
Interest rate swap contracts
Interest rate cap contracts
Cross-currency interest rate
swap contracts
Derivatives Not Designated
as Hedging Instruments
Foreign currency forwards
Foreign currency forwards
Derivatives Not Designated
as Hedging Instruments
Foreign currency forwards
Foreign currency forwards
Cash flow
Cash flow
Net
investment
$
528.5 $
1,000.0
8.8 $
8.3
5.3 $
9.8
— $
—
—
—
1,054.2
17.7
—
—
28.7
Fair value
Fair value
$
7.3 $
15.8
— $
—
— $
—
— $
—
—
—
Derivative
Classification
Notional
Amount(1)
Fair Value(1)
Other Current
Assets
Fair Value(1)
Other Assets
Fair Value(1)
Accrued
Liabilities
Fair Value(1)
Other
Liabilities
December 31, 2021
Fair value
Fair value
$
22.1 $
19.3
— $
—
— $
—
— $
0.2
—
—
(1) Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of
positions that have been effectively closed through offsetting positions. The net gains and net losses associated with positions that
have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair
value columns, respectively.
Payments of interest rate cap premiums are classified as financing cash flows in the Condensed Consolidated Statements of
Cash Flows. All other cash flows related to derivatives are classified as operating cash flows in the Condensed Consolidated
Statements of Cash Flows.
There were no off-balance sheet derivative instruments as of December 31, 2022 or 2021.
Interest Rate Swap and Cap Contracts Designated as Cash Flow Hedges
As of December 31, 2022, the Company was the fixed rate payor on two interest rate swap contracts that effectively fix the
SOFR-based index used to determine the interest rates charged on a total of $528.5 million of the Company’s SOFR-based
variable rate borrowings. These contracts carry a fixed rate of 3.2% and expire in 2025. These swap agreements qualify as
hedging instruments and have been designated as cash flow hedges of forecasted SOFR-based interest payments. Based on
SOFR-based swap yield curves as of December 31, 2022, the Company expects to reclassify gains of $8.9 million out of
accumulated other comprehensive income (“AOCI”) into earnings during the next 12 months.
As of December 31, 2022, the Company entered into three interest rate cap contracts that effectively limit the SOFR-based
index used to determine the interest rates charged on a total of $1,000.0 million of the Company’s SOFR-based variable rate
borrowings to 4.0% and expire in 2025. These swap agreements qualify as hedging instruments and have been designated as
90
cash flow hedges of forecasted SOFR-based interest payments. As of December 31, 2022, the Company expects to reclassify
net gains of $3.3 million out of AOCI into earnings during the next 12 months.
Gains (losses) on derivatives designated as cash flow hedges included in the Consolidated Statements of Comprehensive
Income (Loss) for the years ended December 31, 2022, 2021 and 2020 are presented in the table below.
Gain (loss) recognized in OCI on derivatives
Loss reclassified from AOCI into income (effective portion)(1)
2022
2021
2020
$
18.3 $
(2.8)
— $
—
(4.4)
(18.5)
(1) Losses on derivatives reclassified from AOCI into income were included in “Interest expense” in the Consolidated Statements of
Operations.
Cross-Currency Interest Rate Swap Contracts Designated as Net Investment Hedges
As of December 31, 2022, the Company was the fixed rate payor on two cross-currency interest rate swap contracts that replace
a fixed rate of 3.2% on a total of $528.5 million with a fixed rate of 1.6% on a total of €500.0 million. These contracts expire in
2025. These contracts have been designated as net investment hedges of our Euro denominated subsidiaries and require an
exchange of the notional amounts at maturity.
As of December 31, 2022, the Company entered into three cross-currency interest rate swap contracts where we receive SOFR
on a total of $525.7 million and pay EURIBOR on a total of €500.0 million. These contracts expire in 2025. These contracts
have been designated as net investment hedges of our Euro denominated subsidiaries and require an exchange of the notional
amounts at maturity.
Gains on derivatives designated as net investment hedges included in the Condensed Consolidated Statements of
Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020 are presented in the table below.
Gain recognized in OCI on derivatives
Gain reclassified from AOCI into income (effective portion)(1)
2022
2021
2020
$
0.6 $
11.5
— $
—
—
—
(1) Gains on derivatives reclassified from AOCI into income were included in “Interest expense” in the Consolidated Statements of
Operations.
Foreign Currency Forwards Not Designated as Hedging Instruments
The Company had three foreign currency forward contracts outstanding as of December 31, 2022 with notional amounts
ranging from $5.4 million to $10.3 million. These contracts are used to hedge the change in fair value of recognized foreign
currency denominated assets or liabilities caused by changes in currency exchange rates. The changes in the fair value of these
contracts generally offset the changes in the fair value of a corresponding amount of the hedged items, both of which are
included within “Other operating expense, net” in the Consolidated Statements of Operations. The Company’s foreign currency
forward contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the
net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one
contract with that certain counterparty. It is the Company’s practice to recognize the gross amounts in the Consolidated Balance
Sheets. The amount available to be netted is not material.
The Company’s gains (losses) on derivative instruments not designated as accounting hedges and total net foreign currency
transaction gains (losses) for the years ended December 31, 2022, 2021 and 2020 were as follows.
Foreign currency forward contracts gains (losses)
Total foreign currency transaction gains (losses), net
Foreign Currency Denominated Debt Designated as a Net Investment Hedge
2022
2021
2020
3.4
5.9
(3.2)
12.0
15.0
(18.6)
In February 2020, the Company designated its Euro Term Loan, which had a principal balance at that time of €601.2 million, as
a hedge of the Company's net investment in subsidiaries with a functional currency of euro. This loan was repaid in June 2022
and the hedge has been discontinued. See Note 11 “Debt” for further discussion of the repayment of the Euro Term Loan.
91
The Company’s gains (losses), net of income tax, associated with changes in the value of debt for the years ended
December 31, 2022 and 2021 were as follows.
Gain (loss), net of income tax, recorded through other comprehensive income
$
36.4 $
35.0 $
(45.1)
2022
2021
2020
Credit Risk
Credit risk related to derivatives arises when amounts receivable from a counterparty exceed those payable. Because the
notional amount of the derivative instruments only serves as a basis for calculating amounts receivable or payable, the risk of
loss with any counterparty is limited to a fraction of the notional amount. The Company minimizes the credit risk related to
derivatives by transacting only with multiple, high-quality counterparties that are major financial institutions with investment-
grade credit ratings. The Company has not experienced any financial loss as a result of counterparty nonperformance in the
past. The majority of the derivative contracts to which the Company is a party, settle monthly or quarterly, or mature within one
year. Because of these factors, the Company believes it has minimal credit risk related to derivative contracts as of
December 31, 2022.
Concentrations of credit risk with respect to trade receivables are limited due to the wide variety of customers and industries to
which the Company’s products and services are sold, as well as their dispersion across many different geographic areas. As a
result, the Company does not believe it has any significant concentrations of credit risk as of December 31, 2022 or 2021.
Note 20:
Fair Value Measurements
A financial instrument is defined as cash or cash equivalents, evidence of an ownership interest in an entity, or a contract that
creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The
Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivables, trade accounts
payables, deferred compensation assets and obligations, derivatives and debt instruments. The carrying values of cash and cash
equivalents, trade accounts receivables, trade accounts payables, and variable rate debt instruments are a reasonable estimate of
their respective fair values.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or more advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize
the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered
observable and the last unobservable, that may be used to measure fair value as follows.
Level 1
Level 2
Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date.
Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for
similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of the
assets or liabilities as of the reporting date.
Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the
fair value of the assets or liabilities.
The Company assessed indefinite-lived intangible assets, tradenames, in conjunction with the 2022 and 2021 annual goodwill
impairment tests. The valuation of tradenames was based upon current sales projections and the relief from royalty method was
applied. No impairment charges were recorded as a result of the 2022 or 2021 analyses.
Refer to Note 1 “Summary of Significant Accounting Policies” for a discussion of the valuation assumptions utilized in the
valuation of goodwill and indefinite-lived intangible assets.
92
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis.
Financial Assets
Trading securities held in deferred compensation plan(1)
Interest rate swaps(2)
Interest rate caps(3)
Cross-currency interest rate swaps(4)
Foreign currency forwards(5)
Total
Financial Liabilities
Deferred compensation plan(1)
Cross-currency interest rate swaps(4)
Contingent consideration(6)
Foreign currency forwards(5)
Total
Financial Assets
Trading securities held in deferred compensation plan(1)
Foreign currency forwards(5)
Total
Financial Liabilities
Deferred compensation plan(1)
Foreign currency forwards(5)
Total
December 31, 2022
Level 1
Level 2
Level 3
Total
$
$
$
$
$
$
$
$
12.3 $
—
—
—
—
12.3 $
19.6 $
—
—
—
19.6 $
— $
14.1
18.1
17.7
—
49.9 $
— $
28.7
—
—
28.7 $
— $
—
—
—
—
— $
— $
—
43.9
—
43.9 $
12.3
14.1
18.1
17.7
—
62.2
19.6
28.7
43.9
—
92.2
December 31, 2021
Level 1
Level 2
Level 3
Total
12.0 $
—
12.0 $
22.4 $
—
22.4 $
— $
—
— $
— $
0.2
0.2 $
— $
—
— $
— $
—
— $
12.0
—
12.0
22.4
0.2
22.6
(1) Based on the quoted price of publicly traded mutual funds which are classified as trading securities and accounted for using the
mark-to-market method.
(2) Measured as the present value of all expected future cash flows based on the SOFR-based swap yield curves. The present value
calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.
(3) Measured as the present value of all expected future cash flows that would occur if variable interest rates rise above the strike rate
of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future
interest rates derived from observable market volatilities and interest rate curves.
(4) Measured as the present value of all expected future cash flows on each leg of the contracts. The model utilizes inputs of observable
market data including interest yield curves and foreign currency exchange rates. The present value calculation uses cross-currency
basis-adjusted discount factors that have been adjusted to reflect the credit quality of the Company and its counterparties.
(5) Based on calculations that use readily observable market parameters as their basis, such as spot and forward rates.
(6) Measured as the present value of expected consideration payable for completed acquisitions, derived using probability-weighted
analysis of achieving projected revenue or EBITDA targets.
Contingent Consideration
Certain of the Company's acquisitions may result in payments of consideration in future periods that are contingent upon the
achievement of certain targets, generally measures of revenue and EBITDA. As part of the initial accounting for the acquisition,
a liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the
contingent consideration is re-measured at each reporting period, and the change in fair value is recognized within “Other
operating expense, net” in the Consolidated Statements of Operations. This fair value measurement of contingent consideration
is categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs that are not observable
in the market.
93
The following table provides a reconciliation of the activity for contingent consideration for the year ended December 31, 2022.
Balance at beginning of the period
Acquisitions
Changes in fair value
Payments
Foreign currency translation and other
Balance at end of the period
$
$
8.5
36.1
0.8
(1.8)
0.3
43.9
As of December 31, 2022, the contingent consideration included in “Accrued liabilities” and “Other liabilities” on the
Consolidated Balance Sheets were $15.2 million and $28.7 million, respectively.
Note 21:
Contingencies
The Company is a party to various legal proceedings, lawsuits and administrative actions, which are of an ordinary or routine
nature for a company of its size and sector. The Company believes that such proceedings, lawsuits and administrative actions
will not materially adversely affect its operations, financial condition, liquidity or competitive position. A more detailed
discussion of certain of these proceedings, lawsuits and administrative actions is set forth below.
Asbestos and Silica Related Litigation
The Company has been named as a defendant in a number of asbestos-related and silica-related personal injury lawsuits. The
plaintiffs in these suits allege exposure to asbestos or silica from multiple sources and typically the Company is one of
approximately 25 or more named defendants.
Predecessors to the Company sometimes manufactured, distributed and sold products allegedly at issue in the pending asbestos
and silica-related lawsuits (the “Products”). However, neither the Company nor its predecessors ever mined, manufactured,
mixed, produced or distributed asbestos fiber or silica sand, the materials that allegedly caused the injury underlying the
lawsuits. Moreover, the asbestos-containing components of the Products, if any, were enclosed within the subject Products.
Although the Company has never mined, manufactured, mixed, produced or distributed asbestos fiber or silica sand nor sold
products that could result in a direct asbestos or silica exposure, many of the companies that did engage in such activities or
produced such products are no longer in operation. This has led to law firms seeking potential alternative companies to name in
lawsuits where there has been an asbestos or silica related injury.
The Company believes that the pending and future asbestos and silica-related lawsuits are not likely to, in the aggregate, have a
material adverse effect on its consolidated financial position, results of operations or liquidity, based on: the Company’s
anticipated insurance and indemnification rights to address the risks of such matters; the limited potential asbestos exposure
from the Products described above; the Company’s experience that the vast majority of plaintiffs are not impaired with a
disease attributable to alleged exposure to asbestos or silica from or relating to the Products or for which the Company
otherwise bears responsibility; various potential defenses available to the Company with respect to such matters; and the
Company’s prior disposition of comparable matters. However, inherent uncertainties of litigation and future developments,
including, without limitation, potential insolvencies of insurance companies or other defendants, an adverse determination in
the Adams County Case (discussed below), or other inability to collect from the Company’s historical insurers or indemnitors,
could cause a different outcome. While the outcome of legal proceedings is inherently uncertain, based on presently known
facts, experience, and circumstances, the Company believes that the amounts accrued on its balance sheet are adequate and that
the liabilities arising from the asbestos and silica-related personal injury lawsuits will not have a material adverse effect on the
Company’s consolidated financial position, results of operations or liquidity. “Accrued liabilities” and “Other liabilities” in the
Consolidated Balance Sheets include a reserve of $137.9 million and $136.9 million as of December 31, 2022 and 2021,
respectively, for asbestos-related indemnification. Asbestos-related defense costs are excluded from this liability and are
recorded separately as services are incurred. In the event of unexpected future developments, it is possible that the ultimate
resolution of these matters may be material to the Company’s consolidated financial position, results of operation or liquidity.
The Company has entered into a series of agreements with certain of its or its predecessors’ legacy insurers and certain potential
indemnitors to secure insurance coverage and reimbursement for the costs associated with the asbestos and silica-related
lawsuits filed against the Company. The Company has also pursued litigation against certain insurers or indemnitors, where
necessary. The Company has an insurance recovery receivable for probable asbestos related recoveries of approximately $154.2
million and $145.1 million as of December 31, 2022 and 2021, respectively, which was included in “Other assets” in the
94
Consolidated Balance Sheets. There were no material recoveries received in the years ended December 31, 2022, 2021 and
2020.
The most recent significant action brought by the Company against an insurer, Gardner Denver, Inc. v. Certain Underwriters at
Lloyd’s, London, et al., was filed on July 9, 2010, in the Eighth Judicial Circuit, Adams County, Illinois, as case number 10-
L-48 (the “Adams County Case”). In the lawsuit, the Company seeks, among other things, to require certain excess insurer
defendants to honor their insurance policy obligations to the Company, including payment in whole or in part of the costs
associated with the asbestos-related lawsuits filed against the Company. In October 2011, the Company reached a settlement
with one of the insurer defendants, which had issued both primary and excess policies, for approximately the amount of such
defendant’s policies that were subject to the lawsuit. Since then, the case has been proceeding through the discovery and
motions process with the remaining insurer defendants. On January 29, 2016, the Company prevailed on the first phase of that
discovery and motions process (“Phase I”). Specifically, the Court in the Adams County Case ruled that the Company has rights
under all of the policies in the case, subject to their terms and conditions, even though the policies were sold to the Company’s
former owners rather than to the Company itself. On June 9, 2016, the Court denied a motion by several of the insurers who
sought permission to appeal the Phase I ruling immediately rather than waiting until the end of the whole case as is normally
required. The case is now proceeding through the discovery and motions process regarding the remaining issues in dispute
(“Phase II”). In that regard, the Company obtained some favorable rulings on various Phase II issues during 2021 and 2022;
however, several disputes still remain and will need to be addressed as Phase II continues to progress.
A majority of the Company’s expected future recoveries of the costs associated with the asbestos-related lawsuits are the
subject of the Adams County Case.
The amounts recorded by the Company for asbestos-related liabilities and insurance recoveries are based on currently available
information and assumptions that the Company believes are reasonable based on an evaluation of relevant factors. The actual
liabilities or insurance recoveries could be higher or lower than those recorded if actual results vary significantly from the
assumptions. There are a number of key variables and assumptions including the number and type of new claims to be filed
each year, the resolution or outcome of these claims, the average cost of resolution of each new claim, the amount of insurance
available, allocation methodologies, the contractual terms with each insurer with whom the Company has reached settlements,
the resolution of coverage issues with other excess insurance carriers with whom the Company has not yet achieved
settlements, and the solvency risk with respect to the Company’s insurance carriers. Other factors that may affect the future
liability include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, legal
rulings that may be made by state and federal courts, and the passage of state or federal legislation. The Company makes the
necessary adjustments for the asbestos liability and corresponding insurance recoveries on an annual basis unless facts or
circumstances warrant assessment as of an interim date.
Environmental Matters
The Company has been identified as a potentially responsible party (“PRP”) with respect to several sites designated for cleanup
under U.S. federal “Superfund” or similar state laws that impose liability for cleanup of certain waste sites and for related
natural resource damages. Persons potentially liable for such costs and damages generally include the site owner or operator and
persons that disposed or arranged for the disposal of hazardous substances found at those sites. Although these laws impose
joint and several liability on PRPs, in application the PRPs typically allocate the investigation and cleanup costs based upon the
volume of waste contributed by each PRP. Based on currently available information, the Company was only a small contributor
to these waste sites, and the Company has, or is attempting to negotiate, de minimis settlements for their cleanup. The cleanup
of the remaining sites is substantially complete and the Company’s future obligations entail a share of the sites’ ongoing
operating and maintenance expense. The Company is also addressing several on-site cleanups for which it is the primary
responsible party.
The Company has undiscounted liabilities of $13.5 million and $12.9 million as of December 31, 2022 and 2021, respectively,
on its Consolidated Balance Sheets to the extent costs are known or can be reasonably estimated for its remaining financial
obligations for the environmental matters discussed above and does not anticipate that any of these matters will result in
material additional costs beyond amounts accrued. Based upon consideration of currently available information, the Company
does not anticipate any material adverse effect on its results of operations, financial condition, liquidity or competitive position
as a result of compliance with federal, state, local or foreign environmental laws or regulations, or cleanup costs relating to
these matters.
95
Note 22:
Other Operating Expense, Net
The components of “Other operating expense, net” for the years ended December 31, 2022, 2021 and 2020 were as follows.
Other Operating Expense, Net
Foreign currency transaction losses (gains), net
Restructuring charges, net(1)
Acquisition and other transaction related expenses(2)
Other, net
Total other operating expense, net
For the Years Ended December 31,
2020
2021
2022
$
$
(5.9) $
29.3
38.7
2.8
64.9 $
(12.0) $
13.4
55.3
5.2
61.9 $
18.6
83.0
93.3
6.1
201.0
(1) See Note 5 “Restructuring.”
(2) Represents costs associated with successful and abandoned acquisitions, including third-party expenses and post-closure integration
costs.
Note 23:
Segment Reporting
A description of the Company’s two reportable segments, including the specific products manufactured and sold follows below.
In the Industrial Technologies and Services segment, the Company designs, manufactures, markets and services a broad range
of compression and vacuum equipment as well as fluid transfer equipment and loading systems. The Company’s compression
and vacuum products are used worldwide in industrial manufacturing, transportation, chemical processing, food and beverage
production, energy, environmental and other applications. In addition to equipment sales, the Company offers a broad portfolio
of service options tailored to customer needs and complete range of aftermarket parts, air treatment equipment, controls and
other accessories. The Company’s engineered loading systems and fluid transfer equipment ensure the safe handling and
transfer of crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials.
In the Precision and Science Technologies segment, the Company designs, manufactures and markets a broad range of
specialized positive displacement pumps, fluid management equipment and aftermarket parts for medical, laboratory, industrial
manufacturing, water and wastewater, chemical processing, energy, food and beverage, agriculture and other markets. The
Company’s products are used for a diverse set of applications including precision dosing of chemicals and supplements, blood
dialysis, oxygen therapy, food processing, fluid transfer and dispensing, spray finishing and coating, mixing, high-pressure air
and gas management and others. The Company sells primarily through a broad global network of specialized and national
distributors and original equipment manufacturers who integrate the Company’s products into their devices and systems.
The Chief Operating Decision Maker (“CODM”) evaluates the performance of the Company’s reportable segments based on,
among other measures, Segment Adjusted EBITDA. Management closely monitors the Segment Adjusted EBITDA of each
reportable segment to evaluate past performance and actions required to improve profitability. Inter-segment sales and transfers
are not significant. Administrative expenses related to the Company’s corporate offices and shared service centers in the United
States and Europe, which includes transaction processing, accounting and other business support functions, are allocated to the
business segments. Certain administrative expenses, including senior management compensation, treasury, internal audit, tax
compliance, certain information technology, and other corporate functions, are not allocated to the business segments.
96
The following table provides summarized information about the Company’s operations by reportable segment and reconciles
Segment Adjusted EBITDA to Income (Loss) Before Income Taxes for the years ended December 31, 2022, 2021 and 2020.
Revenue
Industrial Technologies and Services
Precision and Science Technologies
Total Revenue
Segment Adjusted EBITDA
Industrial Technologies and Services
Precision and Science Technologies
Total Segment Adjusted EBITDA
Less items to reconcile Segment Adjusted EBITDA to Income (Loss) Before
Income Taxes:
Corporate expenses not allocated to segments
Interest expense
Depreciation and amortization expense(1)
Impairment of other intangible assets
Restructuring and related business transformation costs(2)
Acquisition related expenses and non-cash charges(3)
Stock-based compensation(4)
Foreign currency transaction losses (gains), net
Loss on extinguishment of debt
Adjustments to LIFO inventories(5)
Gain on settlement of post-acquisition contingencies(6)
Other adjustments(7)
Income (Loss) Before Income Taxes
2022
2021
2020
4,705.1 $
1,211.2
5,916.3 $
4,161.0 $
991.4
5,152.4 $
3,248.2
725.0
3,973.2
1,214.0 $
347.5
1,561.5
1,033.7 $
291.4
1,325.1
759.8
220.2
980.0
126.7
103.2
429.4
—
32.3
40.7
85.6
(5.9)
1.1
36.1
(6.2)
(23.7)
742.2 $
133.2
87.7
418.0
—
18.8
65.2
95.9
(12.0)
9.0
33.2
(30.1)
(6.8)
513.0 $
101.9
111.1
410.4
19.9
88.0
181.5
47.0
18.6
2.0
39.8
—
5.2
(45.4)
$
$
$
$
(1) Depreciation and amortization expense excludes $3.4 million, $4.1 million and $2.1 million of depreciation of rental equipment for
the years ended December 31, 2022, 2021 and 2020, respectively.
(2) Restructuring and related business transformation costs consist of the following.
Restructuring charges
Facility reorganization, relocation and other costs
Other, net
Total restructuring and related business transformation costs
2022
2021
2020
$
$
29.3 $
3.0
—
32.3 $
13.4 $
3.1
2.3
18.8 $
83.0
2.1
2.9
88.0
(3) Represents costs associated with successful and abandoned acquisitions, including third-party expenses, post-closure integration
costs and non-cash charges and credits arising from fair value purchase accounting adjustments.
(4) Represents stock-based compensation expense recognized for the year ended December 31, 2022 of $78.9 million and associated
employer taxes of $6.7 million. Represents stock-based compensation expense recognized for the year ended December 31, 2021 of
$87.2 million and associated employer taxes of $8.7 million. Represents stock-based compensation expense recognized for the year
ended December 31, 2020 of $47.5 million decreased by $0.5 million due to costs associated with employer taxes.
(5) For the years ended December 31, 2022 and 2021, represents $36.1 million and $33.2 million of LIFO reserve changes,
respectively. For the year ended December 31, 2020, includes $4.2 million of LIFO reserve changes and $35.6 million to reduce the
carrying value of inventories acquired in the merger with Ingersoll Rand Industrial accounted for under the LIFO method.
(6) Represents gains from settling post-acquisition contingencies related to the Merger outside of the measurement period.
(7)
Includes (i) pension and other postretirement benefits (“OPEB”) plan costs other than service cost, (ii) interest income on cash and
cash equivalents and (iii) other miscellaneous adjustments.
97
The following tables provide summarized information about the Company’s reportable segments.
Depreciation and Amortization Expense
Industrial Technologies and Services
Precision and Science Technologies
Corporate and other
Total depreciation and amortization expense
Capital Expenditures
Industrial Technologies and Services
Precision and Science Technologies
Corporate and other
Total capital expenditures
Identifiable Assets
Industrial Technologies and Services
Precision and Science Technologies
Corporate and other
Assets of discontinued operations
Total identifiable assets
2022
2021
2020
294.7 $
133.6
4.5
432.8 $
296.6 $
108.3
17.2
422.1 $
306.0
102.4
4.1
412.5
2022
2021
2020
66.3 $
17.7
10.6
94.6 $
53.1 $
10.7
0.3
64.1 $
32.2
9.8
—
42.0
$
$
$
$
$
2022
9,204.7 $
3,540.4
2,020.8
—
$
14,765.9 $
2021
9,101.7
3,572.2
2,465.0
15.6
15,154.5
The following table presents property, plant and equipment, net by geographic region for the years ended December 31, 2022,
and 2021.
United States
Other Americas
Total Americas
EMEIA(1)
Asia Pacific
Total
(1) Europe, Middle East, India and Africa (“EMEIA”)
Note 24:
Earnings Per Share
2022
2021
225.7 $
18.5
244.2
216.6
163.6
624.4 $
225.8
16.5
242.3
221.3
185.0
648.6
$
$
The number of weighted-average shares outstanding used in the computations of basic and diluted earnings (loss) per share for
the years ended December 31, 2022, 2021 and 2020 were as follows.
Average shares outstanding:
Basic
Diluted
2022
2021
2020
405.3
410.2
414.8
421.2
382.8
382.8
For the years ended December 31, 2022 and 2021, there were 1.8 million and 0.7 million anti-dilutive shares that were not
included in the computation of diluted earnings per share, respectively. For the year ended December 31, 2020, there were
4.4 million potentially dilutive stock-based awards that were not included in the computation of diluted loss per share as we
incurred a net loss during the period.
98
Note 25:
Subsequent Events
On January 3, 2023, the Company completed the acquisition of SPX FLOW’s Air Treatment business in an all-cash transaction
of approximately $525 million. The business is a manufacturer of desiccant and refrigerated dryers, filtration systems and
purifiers for dehydration in compressed air. The Air Treatment business will be reported within the Industrial Technologies and
Services segment. Management is in the process of preparing the preliminary fair values of the assets and liabilities acquired.
99
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Ingersoll Rand Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Ingersoll Rand Inc. and subsidiaries (the “Company”) as of
December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity,
and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to
as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31,
2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in
the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by
COSO.
As described in Management’s Report on Internal Control Over Financial Reporting, management excluded an assessment of
the effectiveness of the Company’s internal control over financial reporting related to several businesses acquired during the
year ended December 31, 2022 disclosed in Note 4 to the financial statements. Those businesses represented less than 1% of the
Company’s consolidated total assets (excluding goodwill and intangibles which were included in management’s assessment of
internal control over financial reporting as of December 31, 2022) and less than 1% of the consolidated total revenues as of and
for the year ended December 31, 2022. Accordingly, our audit did not include the internal control over financial reporting
related to those acquisitions.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion
on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
100
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Asbestos-Related and Silica-Related Litigation – Liability and Insurance Recovery Receivable – Refer to Note 21 to the
Financial Statements
Critical Audit Matter Description
The Company has been named as a defendant in a number of asbestos-related and silica-related personal injury lawsuits. The
plaintiffs in these suits allege exposure to asbestos or silica from multiple sources and typically the Company is one of
approximately 25 or more named defendants. At December 31, 2022, the Company has recorded an estimated liability of
$137.9 million with respect to the Company’s asbestos-related and silica- related litigation. The Company uses a third-party
actuary to assist in determining certain assumptions and in calculating the estimated liability. The estimated liability is based on
currently available information and assumptions, including the estimated future number and type of new claims to be filed each
year, the estimated future resolution or outcome of new and pending claims, and the estimated average cost of resolution of
each new and pending claim.
The Company has entered into a series of agreements with certain of its or its predecessors’ legacy insurers and certain potential
indemnitors to secure insurance coverage and reimbursement for the costs associated with the asbestos- and silica-related
lawsuits filed against the Company. The Company has also pursued litigation against certain insurers or indemnitors, where
necessary. The Company has an insurance recovery receivable for probable asbestos and silica-related recoveries of $154.2
million. The estimated asset is based on key variables and assumptions used to determine the recorded amounts, including the
amount of insurance available, allocation methodologies, the resolution of coverage issues with other excess coverage carriers
with whom the Company has not yet achieved settlements, and the solvency risk with respect to the Company’s insurance
carriers.
We identified the liability for asbestos and silica litigation and the related insurance recovery receivable as a critical audit
matter because of the significant judgments made by management to estimate the liability and related recoverability of
insurance proceeds. This required a high degree of auditor judgment and an increased extent of effort, including the need to
involve our actuarial and insurance recovery specialists, when performing audit procedures to evaluate the reasonableness of
management’s estimates and assumptions related to estimated future claims development, the estimated resolution or outcome
of these claims, the estimated average cost of resolution of each claim and, separately, the expected recoverability of claims
through insurance.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the estimated liability for asbestos-related and silica-related litigation included the following,
among others:
• We tested the effectiveness of internal controls related to the estimated liability for asbestos-related and silica-related
litigation, including those over the estimated future claims development, the estimated resolution or outcome of these
claims, and the estimated average cost of resolution of each claim.
• We evaluated the methods and assumptions used by the Company to determine the estimated liability by:
◦
Testing the underlying claim and settlement cost data that served as inputs for the actuarial analysis, including
testing historical and pending claims by comparing key attributes to accounting records and legal documents to
assess the accuracy and completeness of the data.
101
◦ With the assistance of our actuarial specialists, we evaluated whether the estimates of future claim numbers and
types, number of claims expected to be dismissed or sustained and the estimated average cost of resolution used in
the Company’s calculations were reasonable in relation to historical claim trends at the Company.
◦ With the assistance of our actuarial specialists, we independently recalculated the liability based on the
Company’s estimates of future claim numbers and types and assumptions of estimated future resolution or
outcome of the claims and estimated average cost of resolution of each claim.
◦ With the assistance of our actuarial specialists, we developed independent estimates of the liability using available
third-party estimates of future claim numbers and types that we determined were reputable and widely-accepted in
the industry and compared our independent estimates to the Company’s recorded liability.
Our audit procedures related to the insurance recovery receivable for probable asbestos and silica-related recoveries included
the following, among others:
• We tested the effectiveness of internal controls related to the insurance recovery receivable for probable asbestos and
silica-related recoveries.
• With the assistance of our insurance recovery specialists, we evaluated the Company’s analysis of the solvency of
insurance carriers with policies with the Company or its predecessors. With the assistance of these specialists, we read
the Company’s analysis and supporting documentation of policy coverage by year as compared to estimated claims per
year to assess the Company’s determination of coverage by claim year. With the assistance of these specialists, we
obtained legal opinions regarding recoverability that the Company had obtained from external counsel and read
associated legal proceedings to evaluate the Company’s assessment of the probability of recovery.
/s/ DELOITTE & TOUCHE LLP
Charlotte, NC
February 21, 2023
We have served as the Company’s auditor since 2013.
102
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange
Act) as of December 31, 2022. Any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. Consistent with guidance issued by the Securities and
Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on
internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of
the Company’s internal control over financial reporting related to several businesses acquired during the year ended
December 31, 2022 as disclosed in Note 4 to the consolidated financial statements. These businesses represented less than 1%
of the Company’s consolidated total assets (excluding goodwill and intangibles which were included in management’s
assessment of internal control over financial reporting as of December 31, 2022) and less than 1% of the consolidated total
revenues as of and for the year ended December 31, 2022. Based on that evaluation, our principal executive officer and
principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance
level as of December 31, 2022.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in
Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles.
The Company’s internal control over financial reporting includes those policies and procedures that:
•
•
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made
only in accordance with authorizations of the Company’s management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent and detect misstatements. Also,
projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate
because of the changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our executive officer and our principal financial
officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”).
Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business
may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management
excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to several
businesses acquired during the year ended December 31, 2022 as disclosed in Note 4 to the consolidated financial statements.
These businesses represented less than 1% of the Company’s consolidated total assets (excluding goodwill and intangibles
which were included in management’s assessment of internal control over financial reporting as of December 31, 2022) and less
than 1% of the consolidated total revenues as of and for the year ended December 31, 2022.
Based on that evaluation, management has concluded that our internal control over financial reporting was effective as of
December 31, 2022.
103
Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements
included in this Form 10-K, and, as part of their audit, has issued its attestation report, included herein, on the effectiveness of
our internal control over financial reporting. See “Report of Independent Registered Public Accounting Firm” in Part II, Item 8.
Financial Statements and Supplementary Data in this Form 10-K.
Changes in Internal Control Over Financial Reporting
Regulations under the Exchange Act require public companies, including our Company, to evaluate any change in our “internal
control over financial reporting” as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. There have
been no changes in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item will be included in our definitive proxy statement for the 2023 Annual Meeting of
Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with the SEC pursuant to
Regulation 14A within 120 days of the fiscal year ended December 31, 2022.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be included in our definitive proxy statement for the 2023 Annual Meeting of
Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with the SEC pursuant to
Regulation 14A within 120 days of the fiscal year ended December 31, 2022.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Except as set forth below, the information required by this Item will be included in our definitive proxy statement for the 2023
Annual Meeting of Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with the
SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, 2022.
Equity Compensation Plan Information
The following table provides information as of December 31, 2022 about our common stock that may be issued upon the
exercise of options, warrants and rights granted to employees, consultants or directors under all of the existing equity
compensation plans including our 2013 Stock Incentive Plan and 2017 Omnibus Incentive Plan. All equity compensation plans
are described more fully in Note 18 “Stock-Based Compensation Plans” to our audited consolidated financial statements
included elsewhere in this Form 10-K.
Plan Category
Equity compensation plans
approved by securityholders
Number of Securities to
be issued upon Exercise
of Outstanding Options,
Warrants And Rights(1)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights(2)
Number of Securities Remaining
Available for Future Issuance under
Equity Compensation Plans (excluding
Securities reflected in the first column)(3)
9,395,852 $
25.41
8,482,699
(1) Total includes 2,410,383 stock options under the Company’s 2013 Stock Incentive Plan and 3,902,961 stock options and 3,082,508
restricted stock units under the Company’s 2017 Omnibus Incentive Plan. The restricted stock units are based on the maximum
number of shares issuable under restricted stock units that are subject to performance conditions.
(2) The weighted average exercise price relates only to stock options. The calculation of the weighted average exercise price does not
include outstanding equity awards that are received or exercised for no consideration.
104
(3) These shares are available for grant as of December 31, 2022 under the Company’s 2017 Omnibus Incentive Plan. This includes
8,550,000 shares initially authorized for issuance under the Company’s 2017 Omnibus Incentive Plan, 11,000,000 shares authorized
for issuance under the Company’s 2017 Omnibus Incentive Plan as part of the merger with Ingersoll Rand Industrial and shares
subject to awards under the Company’s 2013 Stock Incentive Plan that expired or were otherwise forfeited or terminated in
accordance with their terms without the delivery of shares of the Company’s common stock in settlement thereof.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will be included in our definitive proxy statement for the 2023 Annual Meeting of
Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with the SEC pursuant to
Regulation 14A within 120 days of the fiscal year ended December 31, 2022.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item will be included in our definitive proxy statement for the 2023 Annual Meeting of
Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with the SEC pursuant to
Regulation 14A within 120 days of the fiscal year ended December 31, 2022.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
Financial Statements, Financial Statement Schedule and Exhibits
The consolidated financial statements listed in the accompanying index to consolidated financial statements are filed as part of
this Annual Report on Form 10-K.
All financial statement schedules are omitted since the required information is not present or is not present in amounts sufficient
to require submission of the schedules, or because the information required is included in the consolidated financial statements
and notes thereto.
The exhibits listed in the accompanying exhibit index are filed as part of this Annual Report on Form 10-K.
Index to Consolidated Financial Statements
Consolidated Statements of Operations - For the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income - For the years ended December 31, 2022, 2021 and 2020
Consolidated Balance Sheets - As of December 31, 2022 and 2021
Consolidated Statements of Stockholders’ Equity - For the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Cash Flows - For the years ended December 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
44
45
46
47
48
50
100
Exhibits
Exhibit
Number
2.1
2.2
2.3
3.1
3.2
Exhibit Description
Agreement and Plan of Merger, dated as of April 30, 2019, by and among Ingersoll-Rand plc, Ingersoll-Rand
U.S. Holdco, Inc., Gardner Denver Holdings, Inc. and Charm Merger Sub Inc. (incorporated by reference to
Exhibit 2.1 of the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, 2019)
Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc and
Ingersoll-Rand U.S. HoldCo, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K
filed by Ingersoll-Rand plc on May 6, 2019)
Securities Purchase Agreement, dated as of April 9, 2021, by and among Ingersoll Rand Inc., Club Car, LLC and
MajorDrive Holdings IV, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on
Form 8-K filed on April 12, 2021)
Restated Certificate of Incorporation of Ingersoll Rand Inc. (incorporated by reference to Exhibit 3.1 to the
Registrant’s Current Report on Form 8-K filed on June 21, 2021)
Second Amended and Restated Bylaws of Ingersoll Rand Inc. (incorporated by reference to Exhibit 3.2 to the
Registrant’s Current Report on Form 8-K filed on June 21, 2021)
105
4.1
4.2
10.1†
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14†
10.15†
10.16
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the
Registrant’s Registration Statement on Form S-1 filed on May 3, 2017)
Description of Ingersoll Rand Inc.’s Securities (incorporated by reference to Exhibit 4.3 to the Registrant’s
Annual Report on Form 10-K filed on February 25, 2022)
2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as
Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.1 to the Registrant’s
Registration Statement on Form S-1 filed on February 28, 2017)
Senior Secured Credit Agreement, dated as of July 30, 2013, among Renaissance Acquisition Corp., the foreign
borrowers described therein, Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.),
UBS AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto (incorporated by
reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017)
Amendment No. 1, dated as of March 4, 2016, to the Senior Secured Credit Agreement, among Gardner Denver
Holdings, Inc. (formerly known as Renaissance Parent Corp.), Gardner Denver, Inc., GD German Holdings II
GmbH (as successor in interest to Gardner Denver Holdings GmbH & Co. KG), GD First (UK) Limited, UBS
AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto (incorporated by
reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017)
Amendment No. 2, dated as of August 17, 2017, to the Senior Secured Credit Agreement, among Gardner
Denver Holdings, Inc., Gardner Denver, Inc., GD German Holdings II GmbH, GD First (UK) Limited, UBS AG,
Stamford Branch, as administrative agent, and the other parties and lenders party thereto (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 18, 2017)
Amendment No. 3, dated as of December 13, 2018, to the Senior Secured Credit Agreement dated as of July 30,
2013, among Gardner Denver Holdings, Inc., Gardner Denver, Inc., GD German Holdings II GmbH, GD First
(UK) Limited, UBS AG, Stamford Branch, as administrative agent, and the other parties and lenders part thereto
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 14,
2018)
Amendment No. 4 to the Credit Agreement, dated as of June 28, 2019, among Gardner Denver Holdings, Inc.,
GD German Holdings II GmbH, Gardner Denver Holdings Ltd., UBS AS, Stamford Branch as the Resigning
Agent, Citibank, N.A. as the Successor Agent and the lenders and other entities party thereto (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 2, 2019)
Amendment No. 5 to Credit Agreement and Joinder Agreement dated as of February 28, 2020, by and among
Gardner Denver Holdings, Inc., Gardner Denver, Inc., GD German Holdings II GmbH, Gardner Denver
Holdings, Ltd., Citibank, N.A. as administrative agent, and the other parties and lenders party thereto
(incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q filed on May 15,
2020)
Joinder Agreement and Amendment No. 6 to Credit Agreement, dated as of June 29, 2020, among Ingersoll
Rand Inc., Gardner Denver, Inc., Ingersoll-Rand Services Company, GD German Holdings II GmbH, Gardner
Denver Holdings Ltd., Citibank, N.A., and the lenders and other parties party thereto (incorporated by reference
to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 1, 2020)
Amendment No. 7 to Credit Agreement, dated as of December 28, 2021, by and among Gardner Denver, Inc., as
U.S. Borrower, and Citibank, N.A. as Administrative Agent and Collateral Agent (incorporated by reference to
Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed on February 25, 2022)
Amendment No. 8 to Credit Agreement, dated as of April 1, 2022, by and among Gardner Denver, Inc., as U.S.
Borrower, and Citibank, N.A. as Administrative Agent and Collateral Agent (incorporated by reference to
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 6, 2022)
Pledge Agreement, dated as of July 30, 2013, among Gardner Denver Holdings, Inc. (formerly known as
Renaissance Parent Corp.), Renaissance Acquisition Corp., the subsidiary pledgors identified therein and UBS
AG, Stamford Branch, as collateral agent (incorporated by reference to Exhibit 10.4 to the Registrant’s
Registration Statement on Form S-1 filed on February 28, 2017)
Security Agreement, dated as of July 30, 2013, among Gardner Denver Holdings, Inc. (formerly known as
Renaissance Parent Corp.), Renaissance Acquisition Corp., the subsidiary grantors identified therein and UBS
AG, Stamford Branch, as collateral agent (incorporated by reference to Exhibit 10.5 to the Registrant’s
Registration Statement on Form S-1 filed on February 28, 2017)
Guarantee Agreement, dated as of July 30, 2013, among Gardner Denver Holdings, Inc. (formerly known as
Renaissance Parent Corp.), the subsidiary guarantors identified therein and UBS AG, Stamford Branch, as
administrative agent and collateral agent (incorporated by reference to Exhibit 10.6 to the Registrant’s
Registration Statement on Form S-1 filed on February 28, 2017)
Form of Management Stockholder’s Agreement (incorporated by reference to Exhibit 10.13 to the Registrant’s
Registration Statement on Form S-1 filed on February 28, 2017)
Form of Director Stockholder’s Agreement (incorporated by reference to Exhibit 10.14 to the Registrant’s
Registration Statement on Form S-1 filed on February 28, 2017)
Form of Advisor Stockholder’s Agreement (incorporated by reference to Exhibit 10.15 to the Registrant’s
Registration Statement on Form S-1 filed on February 28, 2017)
106
10.17†
10.18†
10.19†
10.20†
10.21†
10.22†
10.23†
10.24†
10.25†
10.26†
10.27†
10.28†
10.29†
10.30†
10.31†
10.32†
10.33†
10.34†
10.35†
10.36†
Form of Director Stock Option Agreement under the 2013 Stock Incentive Plan for Key Employees of Gardner
Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by
reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017)
Form of Management Stock Option Agreement (December 2013) under the 2013 Stock Incentive Plan for Key
Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries
(incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 filed on
February 28, 2017)
Form of Management Stock Option Agreement (May 2015) under the 2013 Stock Incentive Plan for Key
Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries
(incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 filed on
February 28, 2017)
Form of Management Stock Option Agreement (May 2016, 3 year vesting) under the 2013 Stock Incentive Plan
for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its
Subsidiaries (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1
filed on February 28, 2017)
Form of Management Stock Option Agreement (May 2016, 5 year vesting) under the 2013 Stock Incentive Plan
for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its
Subsidiaries (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form
S-1 filed on February 28, 2017)
Form of Management Stock Option Agreement (December 2016) under the 2013 Stock Incentive Plan for Key
Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries
(incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 filed on
February 28, 2017)
Form of Amendment to Stock Option Agreement or Stock Appreciation Right Agreement under the 2013 Stock
Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent
Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement
on Form S-1 filed on February 28, 2017)
Stock Option Agreement, dated as of March 7, 2014, under the 2013 Stock Incentive Plan for Key Employees of
Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) between Gardner Denver
Holdings, Inc. (formerly known as Renaissance Parent Corp.) and Andrew Schiesl (incorporated by reference to
Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017)
Form of Sale Participation Agreement (incorporated by reference to Exhibit 10.24 to the Registrant’s
Registration Statement on Form S-1 filed on February 28, 2017)
Offer Letter, dated April 17, 2015, between Vicente Reynal and Gardner Denver, Inc. (incorporated by reference
to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017)
Offer Letter, dated November 19, 2015, between Vicente Reynal and Gardner Denver, Inc. (incorporated by
reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017)
Offer Letter, dated November 25, 2013, between Gardner Denver, Inc. and Andy Schiesl (incorporated by
reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017)
Employment Contract, dated September 11, 2018 between Gardner Denver Deutschland GmbH and Enrique
Miñarro Viseras (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q
filed on October 29, 2018)
Employment Agreement, dated September 1, 2022, between Ingersoll Rand Inc. and Vicente Reynal
(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November
4, 2022)
Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit
4.4 to the Registrant’s Registration Statement on Form S-8 filed on March 2, 2020)
First Amendment to Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021)
Form of Restricted Stock Unit Grant Notice and Agreement (2018) under the Gardner Denver Holdings, Inc.
2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on
Form 10-Q filed on April 27, 2018)
Form of Director Restricted Stock Unit Grant Notice and Agreement under the Gardner Denver Holdings, Inc.
2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on
Form 10-Q filed on April 27, 2018)
Form of Stock Option Grant Notice and Agreement under the Gardner Denver Holdings, Inc. 2017 Omnibus
Incentive Plan (incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K filed
on February 16, 2018)
Gardner Denver, Inc. Supplemental Excess Defined Contribution Plan (January 1, 2019 Restatement)
(incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed on February
27, 2019)
107
10.37
10.38†
10.39†
10.40†
10.41
10.42
10.43
10.44
10.45
10.46
10.47*
10.48
10.49
10.50†
10.51†
10.52†
10.53†
10.54†
10.55†
10.56†
10.57†
Amendment No. 1 to the Stockholders Agreement, dated as of April 30, 2019, between Gardner Denver
Holdings, Inc. and KKR Renaissance Aggregator L.P. (incorporated by reference to Exhibit 10.2 to the
Registrant’s Current Report on Form 8-K filed on May 6, 2019)
Transition Agreement, dated June 12, 2020, between Ingersoll Rand Inc. and Emily Weaver (incorporated by
reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 4, 2020)
Form of Stock Option Grant Notice and Agreement under the Gardner Denver Holdings, Inc. 2017 Omnibus
Incentive Plan
Form of Restricted Stock Unit Grant Notice and Agreement (2019) under the Gardner Denver Holdings, Inc.
2017 Omnibus Incentive Plan
Transition Services Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand plc and Ingersoll-
Rand U.S. Holdco, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-
K filed on March 4, 2020)
Tax Matters Agreement, dated as of February 29, 2020, by and among Ingersoll-Rand plc, Ingersoll-Rand Lux
International Holding Company S.A.R.L, Ingersoll-Rand Services Company, Ingersoll-Rand U.S. HoldCo, Inc.
and Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report
on Form 8-K filed on March 4, 2020)
Employee Matters Agreement, dated as of February 29, 2020, by and among Ingersoll-Rand plc, Ingersoll-Rand
U.S. HoldCo, Inc. and Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the
Registrant’s Current Report on Form 8-K filed on March 4, 2020)
Real Estate Matters Agreement, dated February 29, 2020, by and between Ingersoll-Rand plc, and Ingersoll-
Rand U.S. HoldCo, Inc. and Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit 10.4 to the
Registrant’s Current Report on Form 8-K filed on March 4, 2020)
Intellectual Property Matters Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand plc,
Ingersoll-Rand U.S. HoldCo, Inc., and solely for the purposes of Section 5.06, Gardner Denver Holdings, Inc.
(incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on March 4,
2020)
Trademark License Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand U.S. HoldCo, Inc.
and Ingersoll-Rand plc (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-
K filed on March 4, 2020)
Omnibus Transaction Side Letter, dated February 29, 2020, by and among Ingersoll-Rand plc, Ingersoll-Rand
U.S. Holdco Inc., Gardner Denver Holdings, Inc. and Charm Merger Sub Inc. (incorporated by reference to
Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2020)
Side Letter to the Employee Matters Agreement, dated July 11, 2019, by and among Ingersoll-Rand plc and
Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on
Form 10-Q filed on May 15, 2020)
Side Letter to the Employee Matters Agreement, dated February 29, 2020, by and among Ingersoll-Rand plc,
Ingersoll-Rand U.S. Holdco, Inc. and Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit 10.9
to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2020)
Form of Performance Stock Unit Grant Notice and Agreement under the Ingersoll Rand Inc. Amended and
Restated 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Quarterly
Report on Form 10-Q filed on May 15, 2020)
Form of Restricted Stock Unit Grant Notice and Agreement (2-yr vesting) under the Ingersoll Rand Inc.
Amended and Restated 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14 to the
Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2020)
Form of Restricted Stock Unit Grant Notice and Agreement (4-yr vesting) under the Ingersoll Rand Inc.
Amended and Restated 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.15 to the
Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2020)
Form of Stock Option Grant Notice and Agreement under the Ingersoll Rand Inc. Amended and Restated 2017
Omnibus Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on
Form 10-Q filed on May 15, 2020)
Form of Performance Stock Unit Grant Notice and Agreement under the Ingersoll Rand Inc. Amended and
Restated 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly
Report on Form 10-Q filed on April 30, 2021)
Form of Performance Stock Unit Grant Notice and Agreement (2022) under the Ingersoll Rand Inc. Amended
and Restated 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.55 to the Registrant’s
Annual Report on Form 10-K filed on February 25, 2022)
Form of Restricted Stock Unit Grant Notice and Agreement (4-yr vesting) (2022) under the Ingersoll Rand Inc.
Amended and Restated 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.56 to the
Registrant’s Annual Report on Form 10-K filed on February 25, 2022)
Form of Stock Option Grant Notice and Agreement (2022) under the Ingersoll Rand Inc. Amended and Restated
2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.57 to the Registrant’s Annual Report on
Form 10-K filed on February 25, 2022)
108
10.58†
Performance Stock Unit Grant Notice and Agreement, dated September 1, 2022, between Ingersoll Rand Inc. and
Vicente Reynal (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q
filed on November 4, 2022)
21
23
31.1
31.2
32.1
Subsidiaries of Ingersoll Rand Inc. as of December 31, 2022
Consent of Independent Registered Public Accounting Firm
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2
101.INS
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
104
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)
†
Identifies exhibits that consists of a management contract or compensatory plan or arrangement.
*
information (i) is not material and (ii) is the type that the Registrant treats as private or confidential.
Certain portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other
disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on
them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents
were made solely within the specific context of the relevant agreement or document and may not describe the actual state of
affairs as of the date they were made or at any other time.
ITEM 16. FORM 10-K SUMMARY
None.
109
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf on the 21st day of February 2023, by the undersigned, thereunto duly authorized.
Ingersoll Rand Inc.
By:
/s/ Vicente Reynal
Name: Vicente Reynal
Title: Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 21st day of
February 2023, by the following persons on behalf of the registrant and in the capacities indicated.
Capacity
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer), Director
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Signature
/s/ Vicente Reynal
Vicente Reynal
/s/ Vikram U. Kini
Vikram U. Kini
/s/ Michael J. Scheske
Michael J. Scheske
/s/ Kirk E. Arnold
Kirk E. Arnold
/s/ William P. Donnelly
William P. Donnelly
/s/ Gary D. Forsee
Gary D Forsee
/s/ Jennifer Hartsock
Jennifer Hartsock
/s/ John Humphrey
John Humphrey
/s/ Marc E. Jones
Marc E. Jones
/s/ Mark Stevenson
Mark Stevenson
/s/ Michael Stubblefield
Michael Stubblefield
/s/ Tony L. White
Tony L. White
110
ANNEX A
Reconciliation of GAAP Measures to Non-GAAP Measures
In addition to consolidated GAAP financial measures, Ingersoll Rand reviews various non-GAAP financial measures, including
“Organic Revenue Growth,” “Adjusted EBITDA,” “Adjusted Net Income,” “Adjusted Diluted EPS,” “Free Cash Flow,”
“Adjusted Free Cash Flow,” “Supplemental Adjusted EBITDA,” “Supplemental Adjusted Revenue” and “Supplemental
Adjusted Diluted EPS.”
Ingersoll Rand believes Supplemental Adjusted EBITDA, Supplemental Adjusted Revenue and Supplemental Adjusted Diluted
EPS are helpful supplemental measures to assist management and investors in evaluating the Company’s operating results as
they provide supplemental information about the Company’s financial performance on a combined basis as if the Merger had
occurred on January 1, 2019. Ingersoll Rand believes Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS,
Supplemental Adjusted EBITDA, Supplemental Adjusted Revenue and Supplemental Adjusted Diluted EPS are helpful
supplemental measures to assist management and investors in evaluating the Company’s operating results as they exclude
certain items that are unusual in nature or whose fluctuation from period to period do not necessarily correspond to changes in
the operations of Ingersoll Rand’s business. Ingersoll Rand believes Organic Revenue Growth is a helpful supplemental
measure to assist management and investors in evaluating the Company’s operating results as it excludes the impact of foreign
currency and acquisitions on revenue growth. Adjusted EBITDA represents net income before interest, taxes, depreciation,
amortization and certain non-cash, non-recurring and other adjustment items. Adjusted Net Income is defined as net income
including interest, depreciation and amortization of non-acquisition related intangible assets and excluding other items used to
calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions. Organic Revenue Growth is defined as
As Reported Revenue growth less the impacts of Foreign Currency and Acquisitions. Ingersoll Rand believes that the
adjustments applied in presenting Adjusted EBITDA and Adjusted Net Income are appropriate to provide additional
information to investors about certain material non-cash items and about non-recurring items that the Company does not expect
to continue at the same level in the future. Adjusted Diluted EPS is defined as Adjusted Net Income divided by Adjusted
Diluted Average Shares Outstanding.
Ingersoll Rand uses Free Cash Flow and Adjusted Free Cash Flow to review the liquidity of its operations. Ingersoll Rand
measures Free Cash Flow as cash flows from operating activities less capital expenditures and Adjusted Free Cash Flow as cash
flows from operating activities less capital expenditures and other adjustments. Ingersoll Rand believes Free Cash Flow and
Adjusted Free Cash Flow are useful supplemental financial measures for management and investors in assessing the Company’s
ability to pursue business opportunities and investments and to service its debt. Free Cash Flow and Adjusted Free Cash Flow
are not measures of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating
activities.
Supplemental Adjusted EBITDA represents Adjusted EBITDA as if the Merger had occurred on January 1, 2019. Ingersoll
Rand believes that the adjustments applied in presenting Adjusted EBITDA and Supplemental Adjusted EBITDA are
appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items
that the Company does not expect to continue at the same level in the future. Supplemental Adjusted Revenue represents
revenue for the Company as if the Merger had occurred on January 1, 2019. Supplemental Adjusted Diluted EPS is defined as
Adjusted Net Income divided by Adjusted Diluted Average Shares Outstanding as if the Merger had occurred on January 1,
2019.
Management and Ingersoll Rand’s board of directors regularly use these measures as tools in evaluating the Company’s
operating and financial performance and in establishing discretionary annual compensation. Such measures are provided in
addition to, and should not be considered to be a substitute for, or superior to, the comparable measures under GAAP. In
addition, Ingersoll Rand believes that Organic Revenue Growth, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted
EPS, Free Cash Flow and Adjusted Free Cash Flow are frequently used by investors and other interested parties in the
evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash
Flow and Adjusted Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and
financial results and liquidity.
Organic Revenue Growth, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Adjusted Free
Cash Flow, Supplemental Adjusted EBITDA, Supplemental Adjusted Revenue and Supplemental Adjusted Diluted EPS should
not be considered as alternatives to net income, diluted earnings per share or any other performance measure derived in
accordance with GAAP, or as alternatives to cash flow from operating activities as a measure of our liquidity. Organic Revenue
Growth, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Adjusted Free Cash Flow,
Supplemental Adjusted EBITDA, Supplemental Adjusted Revenue and Supplemental Adjusted Diluted EPS have limitations as
analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing Ingersoll Rand’s
results as reported under GAAP.
Reconciliations of Organic Revenue Growth, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow,
Adjusted Free Cash Flow, Supplemental Adjusted EBITDA, Supplemental Adjusted Revenue and Supplemental Diluted EPS to
their most comparable U.S. GAAP financial metrics for historical periods are presented in the tables below.
A-1
INGERSOLL RAND INC. AND SUBSIDIARIES
ADJUSTED COMBINED FINANCIAL INFORMATION BY SEGMENT
(Unaudited; in millions, except per share amounts)
ANNEX A
Ingersoll Rand
Orders
Revenue
Adjusted EBITDA (non-GAAP)
Adjusted EBITDA Margin (non-GAAP)
Adjusted Diluted EPS (non-GAAP)
Free Cash Flow (non-GAAP)
Free Cash Flow Margin (non-GAAP)
Industrial Technologies & Services
Orders
Revenue
Segment Adjusted EBITDA
Segment Adjusted EBITDA Margin
Precision & Science Technologies
Orders
Revenue
Segment Adjusted EBITDA
Segment Adjusted EBITDA Margin
For the Twelve Months
Ended December 31,
2021
2022
$
$
$
$
$
$
$
6,367.6
5,916.3
1,434.8
24.3%
2.36
770.8
13.0%
5,120.1
4,705.1
1,214.0
5,764.5
5,152.4
1,191.9
23.1%
2.09
563.7
10.9%
4,678.8
4,161.0
1,033.7
25.8%
24.8%
$
1,247.5
1,211.2
347.5
28.7%
1,085.7
991.4
291.4
29.4%
A-2
INGERSOLL RAND INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA AND ADJUSTED NET INCOME AND CASH
FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS TO FREE CASH FLOW
(Unaudited; in millions)
ANNEX A
For the Twelve Month
Period Ended December 31,
2022
2021
$
$
608.5
0.5
14.7
593.3
565.0
121.0
(79.4)
523.4
103.2
149.6
81.8
347.6
32.3
40.7
85.6
(5.9)
(0.7)
1.1
36.1
(6.2)
(23.7)
$ 1,434.8
87.7
(21.8)
85.1
332.9
18.8
65.2
95.9
(12.0)
11.4
9.0
33.2
(30.1)
(6.8)
$ 1,191.9
103.2
267.3
81.8
18.8
(8.0)
971.7
$
87.7
120.7
85.1
17.0
—
881.4
865.4
627.8
94.6
770.8
$
64.1
563.7
$
$
5,916.3
5,152.4
13.0 %
10.9 %
Net Income
Less: Income from discontinued operations
Less: Income tax benefit (provision) from discontinued operations
Income from Continuing Operations, Net of Tax
Plus:
Interest expense
Provision (benefit) for income taxes
Depreciation expense
Amortization expense
Restructuring and related business transformation costs
Acquisition related expenses and non-cash charges
Stock-based compensation
Foreign currency transaction gains, net
Loss (income) on equity method investments
Loss on extinguishment of debt
Adjustments to LIFO inventories
Gain on settlement of post-acquisition contingencies
Other adjustments
Adjusted EBITDA
Minus:
Interest expense
Income tax provision, as adjusted
Depreciation expense
Amortization of non-acquisition related intangible assets
Interest income on cash and cash equivalents
Adjusted Net Income
Cash Flows from Operating Activities from Continuing Operations
Minus:
Capital expenditures
Free Cash Flow
Revenue
Free Cash Flow Margin
A-3
INGERSOLL RAND INC. AND SUBSIDIARIES
RECONCILIATION OF DILUTED NET INCOME PER SHARE TO
ADJUSTED DILUTED EARNINGS PER SHARE
(Unaudited; in millions, except per share amounts)
ANNEX A
For the Twelve Months
Ended December 31,
2021
2022
Diluted Net Income Per Share (As Reported)1
Less: Diluted Net Income Per Share from Discontinued Operations (As Reported)1
Diluted Net Income Per Share from Continuing Operations (As Reported)1
Plus:
$
1.47 $
0.04
1.44
Provision (benefit) for income taxes
Amortization of acquisition related intangible assets
Restructuring and related business transformation costs
Acquisition related expenses and non-cash charges
Stock-based compensation
Foreign currency transaction gains, net
Loss on equity method investments
Loss on extinguishment of debt
Adjustments to LIFO inventories
Gain on settlement of post-acquisition contingencies
Other adjustments
Minus:
Income tax provision, as adjusted
Interest income on cash and cash equivalents
Adjusted Diluted Earnings Per Share2
Average shares outstanding:
Basic, as reported
Diluted, as reported
Adjusted diluted2
0.36
0.80
0.08
0.10
0.21
(0.01)
—
—
0.09
(0.02)
(0.06)
0.65
(0.02)
2.36 $
$
405.3
410.2
410.2
1.34
0.10
1.24
(0.05)
0.75
0.05
0.15
0.23
(0.03)
0.03
0.02
0.08
(0.07)
(0.02)
0.29
—
2.09
414.8
421.2
421.2
1 Basic and diluted earnings per share (as reported) are calculated by dividing net income attributable to Ingersoll Rand Inc. by the basic and diluted average
shares outstanding for the respective periods.
2 Adjusted diluted share count and adjusted diluted earnings per share include incremental dilutive shares, using the treasury stock method, which are added
to average shares outstanding.
A-4
INGERSOLL RAND INC. AND SUBSIDIARIES
RECONCILIATION OF CASH FLOW FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
TO ADJUSTED CASH FLOW FROM OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW
(Unaudited; in millions)
ANNEX A
Cash Flow from Operating Activities from Continuing Operations
Plus:
Synergy delivery and stand-up related costs
Cash taxes related to SVT and HPS divestitures
Settlement of post-acquisition contingencies
Adjusted Cash Flow from Operating Activities
Minus:
Capital expenditures
Adjusted Free Cash Flow
Revenue
Adjusted Free Cash Flow Margin
For the Twelve
Months Ended
December 31, 2021
$
627.8
31.3
253.7
(49.5)
863.3
64.1
799.2
5,152.4
15.5%
$
$
A-5
INGERSOLL RAND INC. AND SUBSIDIARIES
REVENUE GROWTH BY SEGMENT(1)
(Unaudited)
Ingersoll Rand
Organic growth
Impact of foreign currency
Impact of acquisitions
Total adjusted orders and revenue growth
Industrial Technologies & Services
Organic growth
Impact of foreign currency
Impact of acquisitions
Total adjusted orders and revenue growth
Precision & Science Technologies
Organic growth
Impact of foreign currency
Impact of acquisitions
Total adjusted orders and revenue growth
ANNEX A
For the Twelve Months
Ended December 31,
2021
2022
16.1%
(5.7%)
4.4%
14.8%
17.5%
(5.5%)
1.1%
13.1%
10.3%
(6.4%)
18.3%
22.2%
12.3%
2.6%
3.7%
18.6%
12.6%
2.7%
2.2%
17.5%
10.9%
2.3%
10.0%
23.2%
(1) Organic growth, impact of foreign currency, and impact of acquisitions are non-GAAP measures. References to “impact of
acquisitions” refer to GAAP sales from acquired businesses recorded prior to the first anniversary of the acquisition. The portion of
GAAP revenue attributable to currency translation is calculated as the difference between (a) the period-to-period change in revenue
(excluding acquisition sales) and (b) the period-to-period change in revenue (excluding acquisition sales) after applying prior year
foreign exchange rates to the current year period.
A-6
INGERSOLL RAND INC. AND SUBSIDIARIES
SUPPLEMENTAL ADJUSTED COMBINED FINANCIAL INFORMATION BY SEGMENT
(Unaudited; in millions)
ANNEX A
Ingersoll Rand
Supplemental Adjusted Orders
Supplemental Adjusted Revenue (non-GAAP)
Supplemental Adjusted EBITDA (non-GAAP)
Supplemental Adjusted EBITDA Margin (non-GAAP)
Industrial Technologies & Services
Supplemental Adjusted Orders
Supplemental Adjusted Revenue (non-GAAP)
Precision & Science Technologies
Supplemental Adjusted Orders
Supplemental Adjusted Revenue (non-GAAP)
For the Twelve Months
Ended December 31,
2019
2020
$
$
$
4,410.4
4,344.4
933.9
21.5%
3,576.2
3,540.0
834.2
804.4
$
$
$
4,829.9
4,907.8
960.2
19.6%
3,983.0
4,057.5
846.9
850.3
A-7
INGERSOLL RAND INC. AND SUBSIDIARIES
SUPPLEMENTAL ADJUSTED COMBINED FINANCIAL INFORMATION
RECONCILIATION OF GAAP REVENUE TO SUPPLEMENTAL ADJUSTED REVENUE BY SEGMENT AND
FOR THE COMPANY
(Unaudited; in millions)
ANNEX A
For the Twelve Month Period Ended
December 31, 2020
For the Twelve Month Period Ended
December 31, 2019
GAAP
Revenue
Adjustments
(1)
Supplemental
Adjusted
Revenue
GAAP
Revenue
Adjustments
(2)
Supplemental
Adjusted
Revenue
Segment
Industrial Technologies & Services $ 3,248.2 $
Precision & Science Technologies
725.0
$ 3,973.2 $
Total Company
291.8 $
79.4
371.2 $
3,540.0 $ 1,700.9 $
804.4
316.6
4,344.4 $ 2,017.5 $
2,356.6 $
533.7
2,890.3 $
4,057.5
850.3
4,907.8
(1) For the year ended December 31, 2020, the “Adjustments” column represents the impact of two months (January and February of
2020) of standalone legacy Ingersoll Rand Industrial Segment activity. As it relates to adjustments to Segment Adjusted EBITDA,
these amounts are impacted by the merged Company's corporate costs, a portion of which is allocated to the business segments.
(2) For the year ended December 31, 2019, the “Adjustments” column represents the impact of one full year of 2019 standalone legacy
Ingersoll Rand Industrial Segment activity. As it relates to adjustments to Segment Adjusted EBITDA, these amounts are impacted
by the newly merged Company's corporate costs, a portion of which is allocated to the business segments.
A-8
INGERSOLL RAND INC. AND SUBSIDIARIES
SUPPLEMENTAL ADJUSTED COMBINED FINANCIAL INFORMATION
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA
AND SUPPLEMENTAL ADJUSTED EBITDA
(Unaudited; in millions)
ANNEX A
Net Income (Loss) (GAAP)
Less: Income from discontinued operations
Less: Income tax provision from discontinued operations
Income (loss) from continuing operations, net of tax
Plus (1):
Interest expense
Provision for income taxes
Depreciation expense
Amortization expense
Impairment of intangible assets
Restructuring and related business transformation costs
Acquisition related expenses and non-cash charges
Stock-based compensation
Foreign currency transaction losses, net
Loss on extinguishment of debt
Shareholder litigation settlement recoveries
Adjustments to LIFO inventories
Other adjustments
Adjusted EBITDA (1)
Additional Segment Adjusted EBITDA Adjustments (2):
Industrial Technologies & Services
Precision & Science Technologies
Incremental corporate expenses not allocated to segments
Supplemental Adjusted EBITDA
For the Twelve Months
Ended December 31,
2019
2020
$
(32.4) $
26.0
(1.6)
(56.8)
111.1
11.4
75.3
335.1
19.9
88.0
181.5
47.0
18.6
2.0
—
39.8
5.2
878.1
$
40.3 $
20.4
(4.9)
933.9
159.1
80.7
(18.9)
97.3
88.4
12.9
41.2
105.3
—
19.6
54.6
20.2
7.3
0.2
(6.0)
0.2
0.4
441.6
424.8
140.2
(46.4)
960.2
(1) These amounts are reported in accordance with US GAAP and have not been adjusted to reflect the pro forma impact of a full
quarter of the combined Ingersoll Rand.
(2) These “Additional Segment Adjusted EBITDA Adjustments” represent the impact of two months (January and February of 2020) of
standalone legacy Ingersoll Rand Industrial Segment activity in the twelve month period ended December 31, 2020 and a full year
of standalone legacy Ingersoll Rand Industrial Segment activity in the twelve month period ended December 31, 2019. The
incremental corporate expenses not allocated to segments represent additional corporate expenses incurred by the Company to
operate the combined Ingersoll Rand.
A-9
INGERSOLL RAND INC. AND SUBSIDIARIES
UNAUDITED SUPPLEMENTAL ADJUSTED COMBINED FINANCIAL INFORMATION
RECONCILIATION OF GAAP DILUTED EARNINGS PER SHARE TO
SUPPLEMENTAL ADJUSTED DILUTED EARNINGS PER SHARE
(Unaudited; in millions, except per share amounts)
For the Twelve Months
Ended December 31, 2020
ANNEX A
Diluted Loss Per Share (GAAP)
Diluted Earnings Per Share from Discontinued Operations (GAAP)
Diluted Loss Per Share from Continuing Operations (GAAP)
Plus:
Effect of transaction (1)
Legacy Ingersoll Rand Industrial Segment's earnings (2)
Interest expense
Provision for income taxes
Depreciation expense
Amortization expense
Impairment of intangible assets
Restructuring and related business transformation costs
Acquisition related expenses and non-cash charges
Stock-based compensation
Foreign currency transaction losses, net
Shareholder litigation settlement recoveries
Other adjustments
Minus:
Adjusted interest expense
Adjusted income tax provision, as adjusted
Adjusted depreciation expense
Adjusted amortization of non-acquisition related intangible assets
Supplemental Adjusted Diluted Earnings Per Share
Supplemental Adjusted Diluted Shares Outstanding
$
$
(0.09)
0.06
(0.15)
0.01
0.13
0.26
0.03
0.18
0.79
0.05
0.21
0.43
0.11
0.04
0.09
0.03
0.28
0.42
0.20
0.03
1.28
422.5
(1) This amount represents the impact of adjusting the GAAP weighted average shares outstanding for the period by the additional
shares outstanding as if the acquisition of the Ingersoll Rand Industrial Segment was in effect for the entirety of the twelve month
periods ended December 31, 2020.
(2) The “Legacy Ingersoll Rand Industrial Segment's earnings” represent the impact of two months (January and February of 2020) of
standalone legacy Ingersoll Rand Industrial Segment activity in the twelve month period ended December 31, 2020. This line is
inclusive of incremental corporate expenses not allocated to segments which represent additional corporate expenses incurred by the
Company to operate the combined Ingersoll Rand.
A-10
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CORPORATE INFORMATION
Annual Meeting
Ingersoll Rand’s 2023 annual meeting of stockholders will
be held virtually on June 15, 2023, at 10:30 a.m. Eastern
time. Please go to investors.irco.com for more information.
Transfer Agent/Stockholder Services
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
(800) 937-5449 or (718) 921-8124
www.astfinancial.com
Listing of Common Stock
New York Stock Exchange; Symbol – IR
Form 10-K Report/Stockholder Information
A copy of Ingersoll Rand’s 2022 Annual Report on
Form 10-K (without exhibits) as filed with the Securities
and Exchange Commission is included in this report.
Stockholder information, including news releases,
presentations, webcasts and SEC filings is available on
Ingersoll Rand’s website: www.irco.com.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Trademarks
Trademarks appearing in this document are the property
of their respective owners.
© 2023 Ingersoll Rand Inc.
All rights reserved.
Corporate Headquarters
Ingersoll Rand Inc.
525 Harbour Place Drive, #600
Davidson, NC 28036-7444
www.irco.com
Fueling Our Performance;
Powering Our Purpose.
2022 ANNUAL REPORT
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