Ingersoll Rand (IR) 10-K risk factor changes: FY2020 vs FY2019

[removed: The] [added: *The] following risk factors as well as the other information included in this Form 10-K, including “Selected Historical Consolidated Financial Data,” “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.

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 [removed: operations.][added: operations.*]

[removed: In addition, if the proposed Merger is completed, the] [added: The] anticipated benefits of the [removed: Merger] [added: Ingersoll Rand Industrial acquisition] may not be realized fully or at all and may take longer to realize than expected.

[removed: Risks] [added: Risks] Related to Our [removed: Business][added: Business]

[removed: We] [added: 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 [removed: customers.][added: customers.]

Any sustained weakness in demand for our products and services resulting from a contraction or uncertainty in the global [removed: economy] [added: economy, including due to the impact of the COVID-19 pandemic,] could adversely impact our revenues and profitability.

[removed: More] [added: 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 [removed: operations.][added: operations.]

For the year ended December 31, [removed: 2019,] [added: 2020,] approximately [removed: 59%] [added: 54%] of our revenues were from customers in countries outside of the United States.

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 [removed: resulting in the U.K.’s withdrawal from the European Union); royalty and tax increases; nationalization of private enterprises; 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.]

[removed: Our] [added: Our] revenues and operating results, especially in the [removed: Energy] [added: High Pressure Solutions] segment, depend on the level of activity in the energy industry, which is significantly affected by volatile oil and gas [removed: prices.][added: prices.]

Demand for certain products of our [removed: Energy] [added: High Pressure Solutions] segment, particularly in the upstream energy market, depends on the level of activity in oil and gas exploration, development and production, and is primarily tied to the number of working and available drilling rigs, number of wells those rigs drill annually, the amount of hydraulic fracturing horsepower required on average to fracture each well and, ultimately, oil and natural gas prices overall.

In particular, orders in the [removed: Energy] [added: High Pressure Solutions] segment have historically corresponded to demand for oil and gas and petrochemical products and have been influenced by prices and inventory levels for oil and natural gas, rig count, number of wells those rigs drill annually, the amount of hydraulic fracturing horsepower required on average to fracture each well and other economic factors which we cannot reasonably predict.

The [removed: Energy] [added: High Pressure Solutions] segment generated approximately [removed: 35%] [added: 4%] of our consolidated revenues for the year ended December 31, [removed: 2019.][added: 2020.]

[removed: Our] [added: 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 [removed: flows.][added: flows.]

A significant portion of our revenue, approximately [removed: 56%] [added: 49%] for the year ended December 31, [removed: 2019,] [added: 2020,] is denominated in currencies other than the U.S. dollar.

[removed: Potential] [added: Potential] governmental regulations restricting the use, and increased public attention to and litigation regarding the impacts, of hydraulic fracturing or other processes on which it relies could reduce demand for our [removed: products.][added: products.]

[removed: We] [added: We] face competition in the markets we serve, which could materially and adversely affect our operating [removed: results.][added: results.]

[removed: Large] [added: 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 [removed: results.][added: results.]

[removed: Our] [added: 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 [removed: base.][added: base.]

[removed: Credit] [added: Credit] and counterparty risks could harm our [removed: business.][added: business.]

[removed: Acquisitions] [added: Acquisitions] and integrating such acquisitions create certain risks and may affect our operating [removed: results.][added: results.]

[removed: | | ● |] [added: -] managing geographically separated organizations, systems and facilities; [removed: |]

[removed: | | ● |] [added: -] integrating personnel with diverse business backgrounds and organizational cultures; [removed: |]

[removed: | | ● |] [added: -] complying with non-U.S. regulatory requirements; [removed: |]

[removed: | | ● |] [added: -] fluctuations in currency exchange rates; [removed: |]

[removed: | | ● |] [added: -] enforcement of intellectual property rights in some non-U.S. countries; [removed: |]

[removed: | | ● |] [added: -] difficulty entering new non-U.S. markets due to, among other things, consumer acceptance and business knowledge of these new markets; and [removed: |]

[removed: | | ● |] [added: -] general economic and political conditions. [removed: |]

[removed: The] [added: 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 [removed: business.][added: business.]

[removed: Our] [added: 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 [removed: initiatives.][added: initiatives.]

[removed: 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.

[removed: Our] [added: Our] success depends on our executive management and other key personnel and our ability to attract and retain top talent throughout the [removed: Company.][added: Company.]

[removed: If] [added: 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 [removed: share.][added: share.]

Our ability to develop new products based on technological [removed: innovation] [added: 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.

We [removed: cannot assure you that we will] [added: 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.

[removed: Cost] [added: Cost] overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-price contracts for custom engineered [removed: products.][added: products.]

[removed: The] [added: 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 [removed: objectives.][added: objectives.]

[removed: Changes] [added: 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 [removed: results.][added: results.]

We may not realize all of the expected benefits of the acquisition of and merger with Ingersoll Rand Industrial.

The COVID-19 pandemic has adversely affected our business and results of operations, and could have a material and adverse effect on our business, results of operations and financial condition in the future.

COVID-19 is a rapidly developing situation around the globe that has negatively impacted and could continue to negatively impact the global economy.

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 ultimate geographic spread of the disease 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.

The impact of the COVID-19 pandemic has caused a decrease in demand for our products and services, and 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.

A portion of our revenues and operating results depend on the level of activity in the energy industry.

The impact of the COVID-19 pandemic has caused significant volatility in oil and gas prices and has negatively impacted energy sector activity, and this in turn has reduced the demand for our products used in this sector and if such decreased activity continues, could reduce future demand as well.

In addition, the negative 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.

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.

Finally, our ability to make scheduled payments on, or refinance, our debt obligations depends on our financial condition and operating performance, which may continue to be negatively impacted by the COVID-19 pandemic.

If the impacts of the COVID-19 pandemic persist or worsen, 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 we cannot make scheduled payments on our debt we will be in default and the lenders under our revolving credit facility could terminate their commitments to loan money, and our secured lenders (including the lenders under our senior secured credit facilities) could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.

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 decreased worker productivity as a result of remote working arrangements, 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.

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.

resulting in the U.K.’s withdrawal from the European Union); royalty and tax increases; nationalization of private enterprises; 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.

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 recently 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.

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.

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.

As mentioned above, the Company has entered into an agreement to sell its HPS business to AIP.

Under the agreement, the Company will receive cash consideration of $300 million at close for its majority interest and retain a 45% ownership interest in the HPS business.

Risks Related to Our Pending Merger with Ingersoll Rand Industrial

The pending Merger may have a material adverse effect on us whether or not it is completed.

On April 30, 2019, we entered into the Merger Agreement, pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Ingersoll Rand will separate Ingersoll Rand Industrial and then combine it with the Company.

Under the terms of the Merger Agreement, which has been unanimously approved by the Boards of Directors of Ingersoll Rand and the Company, at the time of close, Ingersoll Rand will receive $1.9 billion in cash from Ingersoll Rand Industrial that will be funded by newly-issued debt assumed by the Company in the Merger.

Upon close of the transaction, existing Ingersoll Rand shareholders will receive 50.1% of the shares of the Company on a fully diluted basis.

The Merger and the preparation for the integration of our business with Ingersoll Rand Industrial has placed a significant burden on management and internal resources.

We currently anticipate that we will close the Merger on February 29, 2020, but we cannot be certain that the customary closing conditions will be satisfied or waived on or prior to that date.

We may be required to pay to Ingersoll Rand a termination fee of approximately $176 million if the Merger Agreement is terminated under certain circumstances.

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From 2015 to 2018, we incurred restructuring charges of approximately $60.7 million across our segments.

In 2019, we incurred restructuring charges of $17.1 million.

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the tangible and identifiable intangible assets acquired, liabilities assumed and any non-controlling interest.

Intangible assets, including goodwill, are assigned to our reporting units based upon their fair value at the time of acquisition.

It is possible that the ICE Benchmark Administration Limited (formerly NYSE Euronext Rate Administration Limited), or the IBA, and the panel banks could continue to produce LIBOR on the current basis after 2021, if they are willing and able to do so, but we do not currently anticipate that LIBOR will survive in its current form, or at all.

See Note 3 “Business Combinations” to our audited consolidated financial statements included elsewhere in this Form 10-K for [removed: additional information related to] [added: further discussion of] the [removed: transaction with] [added: acquisition of] Ingersoll [removed: Rand.][added: Rand Industrial.]

[removed: Executive Overview][added: Executive Overview]

[removed: Our Company][added: Our Company]

We manufacture one of the broadest and most complete ranges of compressor, pump, vacuum and blower products in our markets, which, [added: 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 [added: Ingersoll Rand,] Gardner Denver, [added: Club Car,] CompAir, Nash, [removed: Emco Wheaton, Robuschi,] Elmo [removed: Rietschle and] [added: Rietschle, Robuschi,] Thomas, [added: Milton Roy, ARO, 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.

These attributes, along with over [removed: 155] [added: 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.

[removed: To support our customers and] market presence, we maintain significant global scale with [removed: 38] [added: 65] key manufacturing facilities, [removed: more than 30] [added: approximately 50] complementary service and repair centers across six continents and approximately [removed: 6,600] [added: 15,900] employees worldwide as of December 31, [removed: 2019.][added: 2020.]

As a result, our aftermarket revenue is significant, representing [removed: 38%] [added: 36.1%] of total Company revenue and approximately [removed: 42%] [added: 42.8%] of our combined [removed: Industrials] [added: Industrial Technologies] and [removed: Energy] [added: Services and High Pressure Solutions] segments’ revenue in [removed: 2019.][added: 2020.]

[removed: Components] [added: Components] of Our Revenue and [removed: Expenses][added: Expenses]

[removed: Revenues][added: Revenues]

We generate revenue from sales of [removed: our highly engineered, application-critical products] [added: original equipment] and [removed: by providing] associated aftermarket parts, consumables and services.

We sell our products and deliver [removed: aftermarket] services [removed: both] directly to end-users and through independent distribution channels, depending on the product line and geography.

[removed: The majority of Industrials segment revenues are] [added: Revenue] derived from short duration contracts [removed: 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 [added: as] services [removed: have been rendered.][added: are performed.]

[removed: Certain contracts may involve significant design engineering to customer specifications, and depending] [added: Depending] on the contractual terms, revenue is recognized either over the duration of the contract or at contract completion when [removed: equipment] [added: control] is [removed: delivered] [added: transferred] to the customer.

[removed: Expenses][added: Expenses]

[removed: Cost] [added: *Cost] of [removed: Sales][added: Sales*]

Cost of sales includes [removed: the costs we incur, including] purchased materials, labor and overhead related to manufactured products and aftermarket parts sold during a period.

Depreciation [removed: related to] [added: of] manufacturing equipment and facilities is included in cost of sales.

Cost of sales for services includes [removed: the] direct [removed: 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.

[removed: Selling] [added: *Selling] and Administrative [removed: Expenses][added: 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) [removed: KKR fees and expenses; (vii) expenses related to our public stock offerings and to establish public company reporting compliance; (viii)] employee related stock-based compensation for our selling and administrative functions and [removed: other activities not associated with the manufacture of products or delivery of services to customers; and (ix)] [added: (vii)] other miscellaneous expenses.

Certain corporate expenses, including those related to our shared service centers in the United States and [removed: Europe,] [added: Europe] that directly benefit our businesses are allocated to our business segments.

[removed: Amortization] [added: *Amortization] of Intangible [removed: Assets][added: Assets*]

[removed: Impairment] [added: *Impairment] of Other Intangible [removed: Assets][added: Assets*]

Impairment of other intangible assets [removed: includes] [added: represents the recognition of] non-cash charges [removed: we recognized for] [added: to reduce] the [removed: impairment] [added: carrying value] of intangible assets other than [removed: goodwill.][added: goodwill to their fair value.]

[removed: Other] [added: *Other] Operating Expense, [removed: Net][added: Net*]

Other operating expense, net includes foreign currency gains and losses, restructuring charges, [added: acquisition and integration costs,] certain litigation and contract settlement losses, environmental remediation and other miscellaneous operating expenses.

[removed: Provision] [added: *Provision] (Benefit) for Income [removed: Taxes][added: Taxes*]

We are subject to income tax in approximately [removed: 35] [added: 46] jurisdictions outside of the United States.

[removed: Items] [added: Items] Affecting our Reported [removed: Results][added: Results]

[removed: General] [added: General] Economic Conditions and Capital Spending in the Industries We [removed: Serve][added: Serve]

In particular, demand for our [removed: Industrials] [added: industrial] products [added: in our Industrial Technologies and Services and Precision and Science Technologies segment] generally [removed: correlates] [added: correlate] with the rate of total industrial capacity utilization and the rate of change of industrial production.

In our [removed: Energy] [added: High Pressure Solutions] segment, demand for our products that [removed: serve upstream energy end-markets are] [added: is] influenced heavily by energy prices and the expectation as to future trends in those prices.

[removed: In our Medical segment we expect demand] [added: Demand] for [added: certain businesses in] our [removed: products to be] [added: Precision and Science Technologies segment are] driven by favorable [removed: trends, including the growth] [added: trends] in healthcare spend [removed: 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.

[removed: Foreign] [added: Foreign] Currency [removed: Fluctuations][added: Fluctuations]

A significant portion of our revenues, approximately [removed: 56%] [added: 49%] for the year ended December 31, [removed: 2019,] [added: 2020,] was [removed: denominated in currencies] [added: recognized by subsidiaries with a functional currency] other than the U.S. dollar.

[removed: Because much of our manufacturing facilities and labor force costs are outside of the United States, a] [added: A] significant portion of our costs are also denominated in currencies other than the U.S. dollar.

[removed: Factors] [added: Factors] Affecting the Comparability of our Results of [removed: Operations][added: Operations]

[removed: Variability] [added: Variability] within Upstream Energy [removed: Markets][added: Markets]

[removed: For the upstream energy end-market, in] [added: Within] our [removed: Energy] [added: High Pressure Solutions] segment, we manufacture pumps and associated aftermarket products and services used in drilling, hydraulic fracturing and well service applications.

Ingersoll Rand is a global market leader with a broad range of innovative and mission-critical air, fluid, energy, specialty vehicle and medical technologies, providing services and solutions to increase industrial productivity and efficiency.

To support our customers and

Certain contracts are highly-engineered and unique to customer specifications.

Amortization of intangible assets represents the amortization of finite lived intangible assets recognized through accounting for acquisitions — including customer relationships, tradenames, and developed technology — as well as internal-use software.

Acquisition of Ingersoll Rand Industrial

On February 29, 2020, we completed the acquisition of Ingersoll Rand Industrial.

We reorganized our reportable segments in connection with this transaction and formed four new reportable segments.

- Industrial Technologies and Services – Ingersoll Rand Industrial’s Compression Technologies and Services (“CTS”) and Power Tools and Lift (“PTL”) businesses joined the legacy Gardner Denver Industrial segment (excluding the Specialty Pump businesses) and the midstream and downstream portions of the Gardner Denver Energy segment to form the new “Industrial Technologies and Services” segment.

- Precision and Science Technologies – Ingersoll Rand Industrial’s Precision Flow Systems (“PFS”) and ARO businesses joined the legacy Gardner Denver Medical segment and Specialty Pump businesses from the legacy Gardner Denver Industrial segment to form the new “Precision and Science Technologies” segment.

- Specialty Vehicle Technologies – Ingersoll Rand Industrial’s Club Car golf, utility and consumer low-speed vehicles business formed the new “Specialty Vehicle Technologies” segment.

- High Pressure Solutions – The upstream energy portion of the legacy Gardner Denver Energy segment was disaggregated to form the new “High Pressure Solutions” segment.

Ingersoll Rand Industrial is included in our results of operations beginning on the acquisition date (close of business February 29, 2020).

Comparability between the years ended December 31, 2020 and 2019 will be affected by ten months of activity from Ingersoll Rand Industrial.

Subsequent to the date of acquisition, in the year ended December 31, 2020, the Ingersoll Rand Industrial acquisition contributed $1,787.4 million, $406.1 million, and $741.4 million of revenue to the Industrial Technologies and Services, Precision and Science Technologies and Specialty Vehicle Technologies segments, respectively.

In addition to the Ingersoll Rand Industrial transaction discussed above, we have acquired several other businesses during the three year period ending December 31, 2020.

While these acquisitions are not individually significant or significant in the aggregate, may be relevant when comparing our results from period to period.

Impact of Coronavirus (COVID-19)

We continue to assess and actively manage the impact of the ongoing COVID-19 pandemic on our global operations and also the operations of our suppliers and customers.

Overall demand for our products has decreased as a result of the pandemic, which impacted our operating results for the year ended December 31, 2020.

We are adhering to all state and country mandates and guidelines wherever we operate.

Although certain of our facilities were closed for a period of time during the COVID-19 pandemic, currently all our major manufacturing locations are operational, in accordance with country mandates and guidelines.

We are taking certain actions to reduce costs and preserve cash given the rapidly changing environment.

The length of time the pandemic will impact our operations, and the operations of our customers and suppliers remains uncertain.

See “The COVID-19 pandemic has adversely affected our business and results of operations, and 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.

Technologies and High Pressure Solutions segments as well as at the Corporate level.

Subsequent to the acquisition of 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.

For the year ended December 31, 2020, $92.9 million was charged to expense related to this restructuring program.

For the year ended December 31, 2020, we incurred stock-based compensation expense of approximately $51.3 million which was decreased by $0.5 million due to costs associated with employer taxes.

The increase from 2019 was primarily due to increased awards as a result of the Ingersoll Rand Industrial acquisition as well as the $150 million equity grant to nearly 16,000 employees worldwide announced in the third quarter of 2020.

Industrial Technologies and Services

Due to the uncertainty of current economic conditions associated with COVID-19, and its impact on end markets, our near-term visibility is limited.

In the fourth quarter of 2020, we had $996.8 million of orders in our Industrial Technologies and Services segment, an increase of 154.8% over the fourth quarter of 2019.

Approximately $601.9 million of these orders relate to the acquisition of Ingersoll Rand Industrial.

Precision and Science Technologies Segment

During the COVID-19 pandemic, the Precision and Science Technologies segment has seen increased demand for our vacuum pump and compressor solutions used in respirator and ventilator applications.

Demand of other products and services have been curtailed as a result of the COVID-19 pandemic and near-term visibility is limited.

In the fourth quarter of 2020 we booked $220.3 million of orders in our Precision and Science Technologies segment, an increase of 202.6% over the fourth quarter of 2019.

Approximately $127.4 million of these orders relate to the acquisition of Ingersoll Rand Industrial.

Specialty Vehicle Technologies Segment

Transaction with Ingersoll Rand

In April 2019, our Board of Directors approved a merger that will combine Gardner Denver with the industrial segment of Ingersoll-Rand plc (“Ingersoll Rand”) (the “Merger”).

To facilitate this Merger, Ingersoll Rand will cause specific assets and liabilities of its industrial segment to be transferred to Ingersoll-Rand U.S. HoldCo, Inc. (“Ingersoll Rand Industrial”), a newly formed wholly-owned subsidiary of Ingersoll Rand, and distribute the shares of common stock of Ingersoll Rand Industrial to Ingersoll Rand’s shareholders.

Charm Merger Sub Inc. (“Merger Sub”), which is a newly formed wholly-owned subsidiary of Gardner Denver, will be merged with and into Ingersoll Rand Industrial, with Ingersoll Rand Industrial surviving such merger as a wholly-owned subsidiary of Gardner Denver.

Pursuant to the definitive agreement Gardner Denver entered into with Ingersoll Rand, Ingersoll Rand Industrial and Merger Sub with respect to the Merger (the “Merger Agreement”), Gardner Denver will issue an aggregate number of shares of its common stock to Ingersoll Rand Industrial stockholders which will result in Ingersoll Rand Industrial stockholders owning approximately, but not less than, 50.1% of the shares of Gardner Denver common stock outstanding on a fully-diluted basis upon the closing of the Merger.

The number of shares to be issued to Ingersoll Rand Industrial stockholders is based on the exchange ratio set forth in the Merger Agreement.

In addition, Ingersoll Rand will receive approximately $1.9 billion in cash from Ingersoll Rand Industrial that will be funded by newly-issued debt that is expected to be deemed issued under the existing Senior Secured Credit Facilities of Gardner Denver upon consummation of the merger.

The Merger is expected to close on February 29, 2020.

The Merger will result in Gardner Denver acquiring Ingersoll Rand Industrial, which includes compressed air and gas systems and services, power tools, material handling systems, fluid management systems as well as Club Car golf, utility and consumer low-speed vehicles.

Following the Merger, the combined company is expected to be renamed and operate under the Ingersoll Rand name and its common stock is expected to be listed on the New York Stock Exchange under Ingersoll Rand’s existing ticker symbol “IR.”

We are a leading global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services, which we sell across multiple attractive end-markets within the industrial, energy and medical industries.

[Index](#Index)

Our Segments

We report our results of operations through three reportable segments: Industrials, Energy and Medical.

Industrials

In the Industrials segment, we design, manufacture, market and service a broad range of air compression, vacuum and blower products across a wide array of technologies and applications.

Almost every manufacturing and industrial facility, and many service and process industries, use air compression and vacuum products in a variety of applications such as operation of pneumatic air tools, vacuum packaging of food products and aeration of waste water.

We maintain a leading position in our markets and serve customers globally.

We offer comprehensive aftermarket parts and an experienced direct and distributor-based service network world-wide to complement all of our products.

In 2019, the Industrials segment generated Segment Revenue of $1,301.3 million and Segment Adjusted EBITDA of $296.6 million, reflecting a Segment Adjusted EBITDA Margin of 22.8%.

Energy

In the Energy segment, we design, manufacture, market and service a diverse range of positive displacement pumps, liquid ring vacuum pumps and compressors, and engineered loading systems and fluid transfer equipment, consumables, and associated aftermarket parts and services.

We serve customers in the upstream, midstream, and downstream oil and gas markets, and various other markets including petrochemical processing, power generation, transportation, and general industrial.

We are one of the largest suppliers in these markets and have long-standing customer relationships.

Our positive displacement pumps are used in the oilfield for drilling, hydraulic fracturing, completion and well servicing.

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, enhanced oil recovery, 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.

In 2019, the Energy segment generated Segment Revenue of $870.2 million and Segment Adjusted EBITDA of $225.1 million, reflecting a Segment Adjusted EBITDA Margin of 25.9%.

Medical

In the Medical segment, we design, manufacture and market a broad range of highly specialized gas, liquid and precision syringe pumps and compressors primarily for use in the medical, laboratory and biotechnology end markets.

Our customers are mainly medium and large durable medical equipment suppliers that integrate our products into their final equipment for use in applications such as oxygen therapy, blood dialysis, patient monitoring, wound treatment, and others.

Further, with recent acquisitions, we expanded into liquid handling components and systems used in biotechnology applications including clinical analysis instrumentation.

We also have a broad range of end use deep vacuum products for laboratory science applications.

In 2019, the Medical segment generated Segment Revenue of $280.4 million and Segment Adjusted EBITDA of $84.4 million, reflecting a Segment Adjusted EBITDA Margin of 30.1%.

Below is a description of our revenues by segment and factors impacting total revenues.

Industrials Revenue

Our Industrials Segment Revenues are generated primarily through sales of air compression, vacuum and blower products to customers in multiple industries and geographies.

A significant portion of our sales in the Industrials segment are made to independent distributors.

Our large installed base of products in our Industrials segment drives demand for recurring aftermarket support services primarily composed of replacement part sales to our distribution partners and, to a lesser extent, by directly providing replacement parts and repair and maintenance services to end customers.

Revenue for services is recognized when services are performed.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

As of December 31, [removed: 2019,] [added: 2020,] we had variable rate debt [removed: outstanding, net of our interest rate swaps,] [added: outstanding] of [removed: $776.3] [added: $3,933.1] million at a current weighted average interest rate of [removed: 3.2%,] [added: approximately 2.0%,] substantially all of which was incurred under our [removed: $2,460.7 million] Senior Secured Credit Facility, under which [removed: $927.6] [added: an aggregate of $3,204.4] million was outstanding under the [removed: $1,285.5] [added: $1,900.0] million Dollar Term Loan [removed: Facility] [added: B, $927.6 million Dollar Term Loan] and [removed: €601.2] [added: $400.0] million [removed: was] [added: Dollar Term Loan Series A, as well as €596.7 million] outstanding under the [removed: €615.0] [added: €601.2] million Euro Term Loan Facility.

As of December 31, [removed: 2019,] [added: 2020,] LIBOR was higher than the 0% floor and EURIBOR was lower than the 0% floor.

We use interest rate swaps [added: from time] to [added: time to] offset our exposure to interest rate movements.

See Note 18 “Hedging Activities, Derivative [removed: Instruments,] [added: 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 for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] on our interest expense.

| | | [removed: Year] [added: | Year] Ended December [removed: 31,] [added: 31,] | | | | | | | [added: | |]

| [removed: Increase] [added: Increase] (decrease) in market interest [removed: rates] [added: rates] | | | | | | | | | [added: | | |]

| 100 basis points | | [added: |] $ | [removed: 4.7] [added: 35.1] | | | [added: | |] $ | [removed: 4.8] [added: 4.7] | |

| (100) basis points(1) (2) | | | [removed: (1.0] [added: (4.7)] | [removed: )] | | | [removed: (0.3] | [removed: )] | [added: (1.0) | | |]

[removed: | | (1) | A] [added: (2)A] decrease in interest rates would not have impacted our interest expense in 2019 on EURIBOR debt which was lower than the 0% base rate floor under the Senior Secured Credit Facility for the entire fiscal year 2019, but would have impacted interest expense in 2019 on LIBOR debt which was higher than the 0% based rate floors under the Senior Secured Credit Facility for the year ended December 31, 2019. [removed: |]

[removed: | | (2) | A] [added: (1)A] decrease in interest rates would not have impacted our interest expense in [removed: 2018] [added: 2020] on EURIBOR debt which was lower than the 0% base rate floor under the Senior Secured Credit Facility for the entire fiscal year [removed: 2018,] [added: 2020,] but would have impacted interest expense in [removed: 2018] [added: 2020] on LIBOR debt which was higher than the 0% based rate floors under the Senior Secured Credit Facility for the year ended December 31, [removed: 2018. |][added: 2020.]

[removed: Foreign] [added: Foreign] Currency [removed: Risk][added: Risk]

In [removed: 2019,] [added: 2020,] the relative strengthening of the U.S. dollar against foreign currencies had an unfavorable impact on our revenues and results of operations while in [removed: 2018,] [added: 2019,] the relative weakening of the U.S. dollar against foreign currencies had a favorable impact on our revenues and results of operations.

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 [removed: cross-currency interest rate swaps.][added: 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 [removed: monthly.][added: at least quarterly.]

The table below presents the percentage of revenues and gross profit by [removed: principal] [added: functional] currency for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

| | | [removed: U.S. Dollar] | [added: U.S. Dollar] | | | [removed: Euro] | | | [added: Euro] | [removed: British Pound] | | | | [removed: Chinese Renminbi] | [added: British Pound] | | | [removed: Other] | | | [added: Chinese Renminbi | | | | | | Other | | |]

| [removed: Year Ended December 31, 2019] | | | [removed: | | |] [added: Year Ended December 31, 2020] | | | | | | | | | | | | | | |

| Revenues | | | [removed: 44] [added: 51] | [added: |] % | | | [removed: 31] | [added: 24 | |] % | | | [removed: 5] | [added: 3 | |] % | | | [removed: 6] | [added: 12 | |] % | | | [removed: 14] | [added: 10 | |] % |

| Gross profit | | | [removed: 42] [added: 47] | [added: |] % | | | [removed: 35] | [added: 27 | |] % | | | [removed: 6] | [added: 3 | |] % | | | [removed: 7] | [added: 15 | |] % | | | [removed: 10] | [added: 8 | |] % |

| Revenues | | | [removed: 48] [added: 44] | [added: |] % | | | [removed: 30] | [added: 31 | |] % | | | [added: |] 5 | [added: |] % | | | [removed: 5] | [added: 6 | |] % | | | [removed: 12] | [added: 14 | |] % |

| Gross profit | | | [removed: 48] [added: 42] | [added: |] % | | | [removed: 31] | [added: 35 | |] % | | | [removed: 5] | [added: 6 | |] % | | | [added: |] 7 | [added: |] % | | | [removed: 9] | [added: 10 | |] % |

These currency translation effects and offsetting impacts of our derivatives for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] are summarized in Note 13 “Accumulated Other Comprehensive [removed: (Loss) Income”] [added: Income (Loss)”] to our audited consolidated financial statements included elsewhere in this Form 10-K.

Our foreign currency forward contracts are typically short-term and are rolled [removed: forward as necessary upon settlement.]

As of December 31, [removed: 2019,] [added: 2020,] we were party to [removed: six] [added: ten] foreign currency forward contracts, all of which are carried on our balance sheet at fair value.

The table below presents, for the year ended December 31, [removed: 2019,] [added: 2020,] 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.

| [removed: | | Year] [added: Years] Ended December 31, [removed: 2019] [added: 2019] | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |]

| | | [removed: Euro] | [added: Euro] | | | [removed: British Pound] | | | [added: British Pound] | [removed: Chinese Renminbi] | | | [added: | | Chinese Renminbi | | |]

As of December 31, 2020, we had no fixed-floating interest rate swaps.

| | | | | | | | | | | | |

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| | | | 2020 | | | | | | 2019 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Years Ended December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

forward as necessary upon settlement.

See Note 18 “Hedging Activities, Derivative Instruments and Credit Risk” to our audited consolidated financial statements included elsewhere in this Form 10-K.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenues | | | $ | (116.3) | | | | | $ | (16.2) | | | | | $ | (59.4) | |

| Gross profit | | | (43.1) | | | | | | (5.7) | | | | | | (23.9) | | |

As of December 31, 2019, we were a fixed rate payer on four fixed-floating interest rate swap contracts that effectively fixed the LIBOR-based index used to determine the interest rates charged on our LIBOR-based variable rate borrowings.

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2019 | | | | 2018 | | |

| --- | --- | --- |

[Index](#Index)

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| | | | | | | | | | | | | | | | | | | | | |

| Year Ended December 31, 2018 | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenues | | $ | (69.2 | ) | | $ | (11.9 | ) | | $ | (13.5 | ) |

| Gross profit | | | (30.1 | ) | | | (5.3 | ) | | | (6.7 | ) |

See Note 3 “Business Combinations” [added: of Notes] to [removed: our audited consolidated financial statements included elsewhere in this Form 10-K] [added: Consolidated Financial Statements] for additional information related to the [removed: transaction with] Ingersoll [removed: Rand.][added: Rand Industrial transaction.]

[removed: Our Company][added: Our Company]

We manufacture one of the broadest and most complete ranges of compressor, pump, vacuum and blower products in our markets, which, [added: 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 [removed: a collection of premier,] [added: more than 40] market-leading brands, including [added: Ingersoll Rand and] Gardner Denver, [removed: CompAir, Nash, Emco Wheaton, Robuschi, Elmo Rietschle and Thomas,] which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.

These attributes, along with over [removed: 155] [added: 160] years of engineering heritage, generate strong brand loyalty for our products and foster long-standing customer relationships, [removed: which we believe have resulted] [added: resulting] in leading market positions within each of our operating segments.

To support our customers and market presence, we maintain significant global scale with [removed: 38] [added: 65] key manufacturing facilities, [removed: more than 30] [added: approximately 50] complementary service and repair centers across six continents and approximately [removed: 6,600] [added: 15,900] employees worldwide as of December 31, [removed: 2019.][added: 2020.]

As a result, our aftermarket revenue is significant, representing [removed: 38%] [added: 36.1%] of total Company revenue and approximately [removed: 42%] [added: 42.8%] of our combined [removed: Industrials] [added: Industrial Technologies] and [removed: Energy] [added: Services and High Pressure Solutions] segments’ revenue in [removed: 2019.][added: 2020.]

[removed: Our Segments][added: Our Segments]

We design, manufacture, market and service a broad range of air [added: and gas] compression, vacuum and blower products, [added: fluid transfer equipment, loading systems, power tools and lifting equipment,] including associated aftermarket parts, consumables and [removed: services, across a wide array of technologies and applications for use in diverse end-markets.][added: services.]

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 [removed: industrial air] [added: pneumatic] tools, [added: pumps and motion control components, air and gas separation,] vacuum packaging of food products and aeration of waste water, among others.

We sell our [removed: industrial] 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.

For example, [removed: on average,] the useful life of a compressor [removed: is] [added: is, on average,] between 10 and 12 years.

The cumulative aftermarket revenue generated by a compressor over the product’s life cycle will typically exceed its original [removed: cost.][added: sale price.]

We design, manufacture, market and service a diverse range of positive displacement pumps, [removed: liquid ring vacuum pumps, compressors and] integrated [removed: systems, engineered fluid loading and transfer equipment] [added: systems] and associated aftermarket parts, consumables and services.

The [removed: highly engineered] [added: highly-engineered] products offered by our [removed: Energy] [added: High Pressure Solutions] segment serve customers [removed: across upstream, midstream and downstream] [added: in the upstream] energy [removed: markets,] [added: market,] as well as petrochemical processing, transportation and general industrial sectors.

We are one of the largest suppliers of equipment and associated aftermarket parts, consumables and services for the [added: upstream] energy [removed: market] applications that we serve.

Our positive displacement pumps are fit-for-purpose to meet the demands and challenges of modern unconventional drilling and hydraulic fracturing [removed: activity, particularly in the major basins and shale plays in the North American land market.][added: activity.]

Our [removed: positive displacement pump] offering includes mission-critical oil and gas drilling pumps, frac pumps and well servicing pumps, in addition to sales of associated consumables used in the operation of our [removed: pumps and aftermarket parts, consumables and services.][added: pumps.]

The products we sell into upstream energy applications are highly aftermarket-intensive, and [removed: so] we support these products in the field with one of the industry’s most comprehensive service networks, which encompasses locations across all major basins and shale plays in the North American land market.

This service network is critical to serving our customers and, by supporting them in the field, to generating demand for new original equipment sales and aftermarket parts, consumables, service and repair sales which in aggregate are often multiples of the [removed: cost] [added: value] of the original equipment.

Our liquid ring vacuum pumps and compressors are [removed: highly engineered] [added: 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 [removed: processing, petrochemical] [added: processing] and industrial applications.

[removed: Our] [added: The] liquid ring technology utilizes a service [removed: liquid] [added: liquid, typically water, oil or fuel,] to evacuate or compress gas by forming a rotating ring of liquid that [added: 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.

In [removed: addition,] [added: addition to] our [added: 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 [removed: to serve] [added: in] a wide range of industries.

[removed: Our] [added: Our] Industries and [removed: Products][added: Products]

Our [removed: Industrials] [added: 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.

[removed: Compression Products][added: *Compression Products*]

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 [removed: specialist] [added: specialized] solutions within transit, gas and snow making.

[removed: Vacuum Products][added: *Vacuum Products*]

[removed: Blower Products][added: *Blower Products*]

Through the manufacture and aftermarket service of pumps and [removed: manufacture of] associated aftermarket parts and consumables used in drilling, hydraulic fracturing and well servicing applications, our [removed: Energy] [added: High Pressure Solutions] segment is well-positioned to capitalize on an upstream recovery, particularly in the North American land-based market, where our customers include market-leading hydraulic fracturing (also known as pressure pumping) and contract drilling service companies, as well as certain other types of well service companies.

[removed: | | ● | Positive displacement pumps in the upstream energy end-market primarily move fluid to assist in drilling, hydraulic fracturing and well servicing applications.] The majority of positive displacement pumps we sell are frac pumps, which experience significant service intensity during use in the field and, as such, typically have useful life spans of approximately four to six years before needing to be replaced. [removed: During that useful life, such pumps will need to receive intermittent repairs as well as major overhauls. In addition, we also sell positive displacement pumps that are used in drilling and well servicing applications. |]

[removed: | | ● |] [added: -] Fluid ends are a key component of positive displacement pumps that generate the pumping action, along with other parts, such as plungers, and consumables, such as valves, seats and packing, which pressurizes the fluid, in the case of drilling or well servicing applications, or fluid and proppant mixture, in the case of hydraulic fracturing, and propels such fluid or mixture out of the pump and into a series of flow lines that distribute the fluid or mixture into the well. [removed: Fluid ends are incorporated in original equipment pumps, and due to the highly corrosive nature of the fluids and the abrasive nature of the proppants used in hydraulic fracturing operations, need to be frequently replaced. |]

Thus, demand for our [removed: Energy and Industrials] [added: High Pressure Solutions] products [removed: exposed to the upstream energy industry] is driven by the prices of crude oil and natural gas, and the intensity and activity levels of drilling and hydraulic fracturing.

[removed: | | ● | Fluid transfer equipment, including 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 adapters to provide a secure connection for the transfer of liquid products without spillage or contamination while safeguarding the operator and the environment. [removed: |]

[removed: | | ● |] Liquid ring vacuum pumps and [removed: 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. [removed: 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. |]

The [removed: Medical] [added: Precision and Science Technologies] segment designs, manufactures and markets a broad range of flow control products for the [removed: durable] [added: water and wastewater, food & beverage, chemical processing, precision irrigation, energy,] medical equipment, laboratory vacuum and automated liquid handling end-markets.

Key technologies include [added: positive displacement pumps,] gas, liquid and precision syringe [removed: pumps and] [added: pumps,] automated liquid handling [removed: systems.][added: systems and hydrogen refueling stations.]

Our liquid pump products are primarily used to meter and transfer both neutral and chemically aggressive fluids and our automated liquid handling products, which includes syringe pumps, systems and accessories that are integrated into [removed: large scale] [added: large-scale,] automated liquid handling [removed: systems] [added: systems, are] primarily [added: used] for clinical, pharmaceutical and environmental analyses.

As a result, relationships with customers are built based on a supplier’s long-term [removed: reputation and] [added: reputation,] expertise and deep involvement throughout a product’s evolution, from concept to long-term commercialization.

Customers value suppliers [removed: that] [added: who] can provide global research and development, regulatory and manufacturing support, as well as [added: a] sales footprint and expertise to foster close relationships with key [removed: decision makers] [added: decision-makers] at their company.

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.

We are a global market leader with a broad range of innovative and mission-critical air, fluid, energy, specialty vehicle and medical technologies, providing services and solutions to increase industrial productivity and efficiency.

We are driven by an entrepreneurial spirit and ownership mindset, dedicated to helping make life better for our employees, customers and communities.

In conjunction with the acquisition of and merger with Ingersoll Rand Industrial in the first quarter of 2020, we reorganized into the following four segments.

Industrial Technologies and Services

We primarily sell under the Ingersoll Rand, Gardner Denver, CompAir, Elmo Rietschle, Robuschi, Nash and Emco Wheaton brands.

Our customers deploy our products across a wide array of technologies and applications for use in diverse end-markets.

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.

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.

Precision and Science Technologies

We design, manufacture and market a broad range of specialized positive displacement pumps, fluid management equipment, liquid and precision syringe pumps and compressors, 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 (“OEM”) who integrate the Company’s products into their devices and systems.

Specialty Vehicle Technologies

We design, manufacture and market golf, utility and consumer low-speed vehicles for commercial utility and personal transportation under the Club Car ® brand.

Product offerings include new and used electric, gas and diesel-powered vehicles, accessories and aftermarket parts.

Service offerings include repair and maintenance, short-term rentals and digital connectivity services that enable fleet management, entertainment and provide enhanced end-user experience.

Sales of golf car fleets and turf utility vehicles are primarily derived from golf courses owners and operators around the world.

Utility, all-wheel drive, and multi passenger transport vehicles are used in commercial and maintenance applications at resorts and hospitality sites, government agencies and municipalities, manufacturing and construction firms, sports and other areas, colleges and universities and other commercial establishments.

Our consumer vehicles are generally sold to individuals and families for personal transportation in residential communities, camp grounds and vacation locations.

All of our low speed vehicles are highly featured, and highly customized for their application and are available in multiple colors, fabrics, power trains and accessories.

The majority of sales are derived through a global network of independent distributors and dealers.

We also sell our products directly to certain customers within the golf industry, through company-owned sales resources.

The Specialty Vehicle Technologies segment is entirely composed of businesses acquired as part of the Ingersoll Rand Industrial transaction.

It had no operations prior to February 29, 2020 and is not included in our results of operations for prior periods.

High Pressure Solutions

Our customers provide drilling, completions and well services to oil and gas operators, particularly in the major basins and shale plays in the North American land market.

We are one of the leading suppliers in these upstream energy applications and have long-standing customer relationships.

Recent Developments

On February 14, 2021, the Company entered into an agreement to sell its High Pressure Solutions (“HPS”) business to private equity firm American Industrial Partners (“AIP”).

Under the agreement, the Company will receive cash consideration of $300 million at close for its majority interest and retain a 45% ownership interest in the HPS business.

This transaction is expected to close in the first half of 2021, subject to regulatory approvals and customary closing conditions.

See Note 25 “Subsequent Events” of Notes to Consolidated Financial Statements for additional information related to this transaction.

Industrial Technologies and Services

Gardner Denver Holdings, Inc. is a holding company whose operating subsidiaries are Gardner Denver, Inc. (“GDI”) and certain of GDI’s subsidiaries.

The holding company and its consolidated subsidiaries are collectively referred to in this Annual Report as “we,” “us,” “our,” “ourselves,” “Company,” or “Gardner Denver.”

Service marks, trademarks and trade names, and related designs or logotypes owned by Gardner Denver or its subsidiaries are shown in *italics.*

Transaction with Ingersoll Rand

In April 2019, the Board of Directors of Gardner Denver approved a merger that will combine Gardner Denver with the industrial segment of Ingersoll-Rand plc (“Ingersoll Rand”) (the “Merger”).

To facilitate this Merger, Ingersoll Rand will cause specific assets and liabilities of its industrial segment to be transferred to Ingersoll-Rand U.S. HoldCo, Inc. (“Ingersoll Rand Industrial”), a newly formed wholly-owned subsidiary of Ingersoll Rand, and distribute the shares of common stock of Ingersoll Rand Industrial to Ingersoll Rand’s shareholders.

Charm Merger Sub Inc., (“Merger Sub”), which is a newly formed wholly-owned subsidiary of Gardner Denver, will be merged with and into Ingersoll Rand Industrial, with Ingersoll Rand Industrial surviving such merger as a wholly-owned subsidiary of Gardner Denver.

Pursuant to the definitive agreement Gardner Denver entered into with Ingersoll Rand, Ingersoll Rand Industrial and Merger Sub with respect to the Merger (the “Merger Agreement”), Gardner Denver will issue an aggregate number of shares of its common stock to Ingersoll Rand Industrial stockholders which will result in Ingersoll Rand Industrial stockholders owning approximately, but not less than, 50.1% of the shares of Gardner Denver common stock outstanding on a fully-diluted basis upon the closing of the Merger.

The number of shares to be issued to Ingersoll Rand Industrial stockholders is based on the exchange ratio set forth in the Merger Agreement.

In addition, Ingersoll Rand will receive approximately $1.9 billion in cash from Ingersoll Rand Industrial that will be funded by newly-issued debt that is expected to be deemed issued under the existing Senior Secured Credit Facilities of Gardner Denver upon consummation of the merger.

The merger is expected to close on February 29, 2020.

The Merger will result in Gardner Denver acquiring Ingersoll Rand Industrial, which includes compressed air and gas systems and services, power tools, material handling systems, fluid management systems as well as Club Car golf, utility and consumer low-speed vehicles.

Following the Merger, the combined company is expected to be renamed and operate under the Ingersoll Rand name and its common stock is expected to be listed on the New York Stock Exchange under Ingersoll Rand’s existing ticker symbol “IR.”

[Index](#Index)

We are a leading global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services, which we sell across multiple attractive end-markets within the industrial, energy and medical industries.

Our business is comprised of three strategic segments.

Industrials

We offer one of the broadest portfolios of compression, vacuum and blower technology in our markets which we believe, alongside our geographic footprint, allows us to provide differentiated service to our customers globally and maintain leading positions in many of our end-markets.

Industrial air compressors represent the largest market in which we compete in our Industrials segment and is a product category for which we believe there is significant potential to drive increased sales of our aftermarket parts, consumables and services.

We use our direct salesforce and strong distributor relationships, the majority of which are exclusive to our business for the products that we sell through them, to sell our broad portfolio of aftermarket parts, consumables and services.

Within our Industrials segment, we primarily sell through the Gardner Denver, CompAir, Elmo Rietschle and Robuschi brands, as well as other leading brand names.

Energy

Similar to our positive displacement pumps business, we complement these products with a broad array of aftermarket parts, service and repair capabilities by leveraging our global network of manufacturing and service locations to meet the diverse needs of our customers.

Within our Energy segment, we primarily sell through the Gardner Denver, Nash and Emco Wheaton brands, as well as other leading brand names.

Medical

We design, manufacture and market a broad range of highly specialized gas, liquid and precision syringe pumps and compressors that are specified by medical and laboratory equipment suppliers and integrated into their final equipment for use in applications, such as oxygen therapy, blood dialysis, patient monitoring, laboratory sterilization and wound treatment, among others.

We offer a comprehensive product portfolio across a breadth of technologies to address the medical and laboratory sciences pump and fluid handling industry, as well as a range of end-use vacuum products for laboratory science applications.

Our product performance, quality and long-term reliability are often mission-critical in healthcare applications.

We are one of the largest product suppliers in the medical markets we serve and have long-standing customer relationships with industry-leading medical and laboratory equipment providers.

Additionally, many of our Medical segment gas and liquid pumps are also used in other technology applications beyond the medical and laboratory sciences.

Within our Medical segment, we primarily sell through the Thomas brand, as well as other leading brand names.

We operate in the global markets for flow control and air compression products for the industrial, energy and medical industries.

Our highly engineered products and proprietary technologies are focused on serving specialized applications within these attractive and growing industries.

Management believes that we hold a leading position in our addressable portion of the global vacuum products market.

We also design, manufacture, market and service frac sand blowers within our Industrials segment.

Our Energy segment designs, manufactures, markets and services a diverse range of positive displacement pumps, liquid ring vacuum pumps, compressors and integrated systems, engineered fluid loading and transfer equipment and associated aftermarket parts, consumables and services for a number of attractive, growing market sectors with energy exposure, spanning upstream, midstream, downstream and petrochemical applications.

The high cost of failure in these applications makes quality and reliability key purchase criteria for end-users and drives demand for our highly engineered and differentiated products.

Upstream

| --- | --- | --- |

Midstream and Downstream

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: |] ☒ [removed: | ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 |][added: 1934]

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2019][added: 2020, or]

[removed: |] ☐ [removed: | TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 |][added: 1934]

[removed: For] [added: For] the transition period [removed: from to_________][added: from to_________]

[removed: Commission] [added: Commission] File Number: [removed: 001-38095][added: 001-38095]

[removed: (Exact] [added: (Exact] Name of Registrant as Specified in Its [removed: Charter)][added: Charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 46-2393770] | [added: 46-2393770 | | |]

| (State or Other Jurisdiction of Incorporation or Organization) | | [added: |] (I.R.S. Employer Identification No.) | [added: | |]

[removed: (Registrant’s] [added: Registrant’s] Telephone Number, Including Area [removed: Code)][added: Code: (704) 655-4000]

[removed: Securities] [added: Securities] Registered Pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | [removed: Trading Symbol(s)] | [removed: Name] [added: | | | | Trading Symbol(s) | | | | | | Name] of Each Exchange on Which [removed: Registered] [added: Registered] | [added: | |]

| Common Stock, $0.01 Par Value per share | [removed: GDI] | [added: | | | | IR | | | | | |] New York Stock Exchange | [added: | |]

[removed: Securities] [added: Securities] Registered Pursuant to Section 12(g) of the Act: [removed: None][added: None]

| [added: Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | | |] Non-accelerated filer | | [added: |] ☐ [removed: (Do not check if a smaller reporting company)] | | [added: |] Smaller reporting company | [added: | |] ☐ | [added: | | Emerging growth company | | | ☐ | | |]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June [removed: 28, 2019] [added: 30, 2020] was approximately [removed: $4,560.2 million] [added: $10.5 billion] based on the closing price of such common equity on the New York Stock Exchange on such date.

The registrant had outstanding [removed: 205,211,761] [added: 418,764,695] shares of Common Stock, par value $0.01 per share, as of February 19, [removed: 2020.][added: 2021.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the Proxy Statement for the registrant’s [removed: 2020] [added: 2021] Annual Meeting of Stockholders are incorporated by reference in Part III of this report.

[removed: Table] [added: Table] of [removed: Contents][added: Contents]

| | [removed: Page No.] | [added: | Page No. | | |]

[removed: | PART I | |][added: PART I]

| [Item 1. [removed: Business](#Item1)] [added: Business](#i76c5405e44664792ae21fac79031f313_13)] | [removed: 3] | [added: | [3](#i76c5405e44664792ae21fac79031f313_13) | | |]

| [Item 1A. Risk [removed: Factors](#Item1A)] [added: Factors](#i76c5405e44664792ae21fac79031f313_16)] | [removed: 11] | [added: | [12](#i76c5405e44664792ae21fac79031f313_16) | | |]

| [Item 1B. Unresolved Staff [removed: Comments](#Item1B)] [added: Comments](#i76c5405e44664792ae21fac79031f313_19)] | [removed: 21] | [added: | [24](#i76c5405e44664792ae21fac79031f313_19) | | |]

| [Item 2. [removed: Properties](#Item2)] [added: Properties](#i76c5405e44664792ae21fac79031f313_22)] | [removed: 22] | [added: | [25](#i76c5405e44664792ae21fac79031f313_22) | | |]

| [Item 3. Legal [removed: Proceedings](#Item3)] [added: Proceedings](#i76c5405e44664792ae21fac79031f313_25)] | [removed: 22] | [added: | [25](#i76c5405e44664792ae21fac79031f313_25) | | |]

| [Item 4. Mine Safety [removed: Disclosures](#Item4)] [added: Disclosures](#i76c5405e44664792ae21fac79031f313_28)] | [removed: 22] | [added: | [26](#i76c5405e44664792ae21fac79031f313_28) | | |]

| [removed: PART II] [added: [PART I](#i76c5405e44664792ae21fac79031f313_10)] | | [added: | | | |]

| [Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#Item5)] [added: Securities](#i76c5405e44664792ae21fac79031f313_34)] | [removed: 23] | [added: | [27](#i76c5405e44664792ae21fac79031f313_34) | | |]

| [Item 6. Selected Financial [removed: Data](#Item6)] [added: Data](#i76c5405e44664792ae21fac79031f313_37)] | [removed: 23] | [added: | [27](#i76c5405e44664792ae21fac79031f313_37) | | |]

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#Item7)] [added: Operations](#i76c5405e44664792ae21fac79031f313_40)] | [removed: 27] | [added: | [29](#i76c5405e44664792ae21fac79031f313_40) | | |]

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#Item7A)] [added: Risk](#i76c5405e44664792ae21fac79031f313_91)] | [removed: 45] | [added: | [49](#i76c5405e44664792ae21fac79031f313_91) | | |]

| [Item 8. Financial Statements and Supplementary [removed: Data](#Item8)] [added: Data](#i76c5405e44664792ae21fac79031f313_94)] | [removed: 47] | [added: | [52](#i76c5405e44664792ae21fac79031f313_94) | | |]

| [Consolidated Statements of Operations [removed: –] [added: -] For the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#StatementofOps)] [added: 2018](#i76c5405e44664792ae21fac79031f313_97)] | [removed: 47] | [added: | [52](#i76c5405e44664792ae21fac79031f313_97) | | |]

| [Consolidated Statements of Comprehensive [removed: Income –] [added: Income](#i76c5405e44664792ae21fac79031f313_100) [-] For the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CompIncome)] [added: 2018](#i76c5405e44664792ae21fac79031f313_100)] | [removed: 48] | [added: | [53](#i76c5405e44664792ae21fac79031f313_100) | | |]

| [Consolidated Balance Sheets [removed: –] [added: -] As of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#BalanceSheets)] [added: 2019](#i76c5405e44664792ae21fac79031f313_103)] | [removed: 49] | [added: | [54](#i76c5405e44664792ae21fac79031f313_103) | | |]

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

Ingersoll Rand Inc.

_______________________________________________________________________

800-A Beaty Street

Davidson, North Carolina 28036

_______________________________________________________________________

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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 401(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.

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| | | | | | |

| | | | | | |

| [PART IV](#i76c5405e44664792ae21fac79031f313_247) | | | | | |

| | | | | | |

| [SIGNATURES](#i76c5405e44664792ae21fac79031f313_256) | | | | | |

| | | | | | |

| [SCHEDULE I](#i76c5405e44664792ae21fac79031f313_259) | | | | | |

| --- | --- |

or

Gardner Denver Holdings, Inc.

| --- | --- | --- |

222 East Erie Street, Suite 500

Milwaukee, Wisconsin 53202

(414) 212-4700

| Large accelerated filer | | ☒ | | Accelerated filer | ☐ |

| Emerging growth company | | ☐ | | | |

[Index](#Index)

| | |

| [SIGNATURES](#Signatures) | |

| [SCHEDULE I](#Sched1) | |

PART I

[Index](#Index)

| | | [removed: Type] [added: | Type] of Significant [removed: Property] [added: Property] | | | | | | | | | | | | | | | [added: | | | | | |]

| | | [removed: Manufacturing] | [added: Manufacturing] | | | [removed: Warehouse] | | | [added: Warehouse] | [removed: Other(4)] | | | | [removed: Total] | [added: Other(3)] | | [added: | | | | Total | | |]

| Americas | | | [removed: 6] [added: 16] | | | | [removed: 1] | | [added: 4] | | [removed: 0] | | | | [removed: 7] [added: 34] | | [added: | | | | 54 | | |]

| EMEA(1) | | | [removed: 10] [added: 23] | | | | [removed: 1] | | [added: 2] | | [removed: 15] | | | | [removed: 26] [added: 20] | | [added: | | | | 45 | | |]

| APAC(2) | | | [removed: 0] [added: 6] | | | | [removed: 1] | | [added: —] | | [removed: 8] | | | | [removed: 9] [added: 7] | | [added: | | | | 13 | | |]

| Americas | | | [removed: 7] [added: 6] | | | | [removed: 1] | | [added: —] | | [removed: 7] | | | | [removed: 15] [added: —] | | [added: | | | | 6 | | |]

| [removed: EMEA] [added: EMEA(1)] | | | [removed: 5] [added: 6] | | | | [removed: 0] | | [added: —] | | [added: | | | |] 1 | | | | [removed: 6] | | [added: 7 | | |]

| [removed: APAC] [added: APAC(2)] | | | [removed: 2] [added: 3] | | | | [removed: 0] | | [added: —] | | [removed: 1] | | | | [added: — | | | | | |] 3 | | [added: |]

| Americas | | | [added: 1 | | | | | |] 3 | | | | [removed: 0] | | [added: 2] | | [removed: 0] | | | | [removed: 3] [added: 6] | | [added: |]

| [removed: EMEA] [added: EMEA(1)] | | | [removed: 4] [added: —] | | | | [removed: 0] | | [added: —] | | [removed: 1] | | | | [removed: 5] [added: —] | | [added: | | | | — | | |]

| [removed: APAC] [added: APAC(2)] | | | 1 | | | | [removed: 0] | | [added: —] | | [removed: 0] | | | | [added: — | | | | | |] 1 | | [added: |]

| [removed: Total] [added: Total] (All [removed: Segments)] [added: Segments)] | | | | | | | | | | | | | | | | | [added: | | | | | | |]

| Americas | | | [removed: 16] [added: 3] | | | | [added: | |] 2 | | | | [removed: 7] | | [added: 6] | | [removed: 25] | | [added: | | 11 | | |]

| [removed: EMEA] [added: EMEA(1)] | | | [removed: 19] [added: —] | | | | [removed: 1] | | [added: —] | | [removed: 17] | | | | [removed: 37] [added: —] | | [added: | | | | — | | |]

| [removed: APAC] [added: APAC(2)] | | | [removed: 3] [added: —] | | | | [removed: 1] | | [added: —] | | [removed: 9] | | | | [removed: 13] [added: —] | | [added: | | | | — | | |]

| [removed: Company Total(3)] [added: Company Total] | | | [removed: 38] [added: 65] | | | | [removed: 4] | | [added: 11] | | [removed: 33] | | | | [removed: 75] [added: 70] | | [added: | | | | 146 | | |]

[removed: | | (1) | Europe,] [added: (1)Europe,] Middle East and Africa (“EMEA”) [removed: |]

[removed: | | (2) | Asia] [added: (2)Asia] Pacific (“APAC”) [removed: |]

[removed: | | (4) | Other] [added: (3)Other] facilities includes service centers and sales [removed: offices. |][added: offices]

Of the [removed: 75] [added: 146] significant properties included in the above table, [removed: 44] [added: 90] of the properties are leased and [removed: 31] [added: 56] of the properties are owned.

Our corporate headquarters is a leased facility located at 800-A Beaty Street, Davidson, North Carolina 28036.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Industrial Technologies and Services | | | | | | | | | | | | | | | | | | | | | | | |

| Industrial Technologies and Services Total | | | 45 | | | | | | 6 | | | | | | 61 | | | | | | 112 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Precision and Science Technologies | | | | | | | | | | | | | | | | | | | | | | | |

| Precision and Science Technologies Total | | | 15 | | | | | | — | | | | | | 1 | | | | | | 16 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Specialty Vehicle Technologies | | | | | | | | | | | | | | | | | | | | | | | |

| Specialty Vehicle Technologies Total | | | 2 | | | | | | 3 | | | | | | 2 | | | | | | 7 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| High Pressure Solutions | | | | | | | | | | | | | | | | | | | | | | | |

| High Pressure Solutions Total | | | 3 | | | | | | 2 | | | | | | 6 | | | | | | 11 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Americas | | | 26 | | | | | | 9 | | | | | | 42 | | | | | | 77 | | |

| EMEA(1) | | | 29 | | | | | | 2 | | | | | | 21 | | | | | | 52 | | |

| APAC(2) | | | 10 | | | | | | — | | | | | | 7 | | | | | | 17 | | |

Our corporate headquarters is a leased facility located at 222 East Erie Street, Milwaukee, Wisconsin 53202.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Industrials | | | | | | | | | | | | | | | | |

| Industrials Total | | | 16 | | | | 3 | | | | 23 | | | | 42 | |

| | | | | | | | | | | | | | | | | |

| Energy | | | | | | | | | | | | | | | | |

| Energy Total | | | 14 | | | | 1 | | | | 9 | | | | 24 | |

| Medical | | | | | | | | | | | | | | | | |

| Medical Total | | | 8 | | | | 0 | | | | 1 | | | | 9 | |

| --- | --- | --- |

| | (3) | Two facilities are shared between our segments and each is counted once, in the Industrials segment, to avoid double counting. |

[removed: PART II][added: PART II]

[Index](#Index)

[removed: Market Information][added: Market Information]

Our Common Stock, $0.01 par value per share, trades on the New York Stock Exchange (“NYSE”) under the symbol [removed: “GDI.”] [added: “IR.”] As of January 31, [removed: 2020,] [added: 2021,] there were [removed: 106] [added: 2,708] holders of record of our common stock.

[removed: Dividend Policy][added: Dividend Policy]

We did not declare or pay dividends to the holders of our common stock in the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

[removed: Company Purchases][added: 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, [removed: 2019.][added: 2020.]

| [removed: 2019] [added: 2020] Fourth Quarter [removed: Months] [added: Months] | | [removed: Total] [added: | Total] Number of Shares [removed: Purchased(1)] [added: Purchased(1)] | | | | [added: | |] Average Price [removed: Paid] [added: Paid] Per [removed: Share(2)] [added: Share(2)] | | | | [removed: Total] [added: | | Total] Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs (3)] [added: Programs] | | | | [removed: Maximum] [added: | | Maximum] Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs (3)] [added: Programs] | | |

[removed: | | (1) | All] [added: (1)All] of the shares purchased during the quarter ended December 31, [removed: 2019] [added: 2020] were in connection with net exercises of stock options. [removed: |]

[removed: | | (2) | The] [added: (2)The] average price paid per share includes brokerage commissions. [removed: |]

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1, 2020 - October 31, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| November 1, 2020 - November 30, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| December 1, 2020 - December 31, 2020 | | | 16,315 | | | | | | $ | 45.56 | | | | | — | | | | | | $ | — | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1, 2019 - October 31, 2019 | | | \- | | | $ | \- | | | | \- | | | | 220,756,556 | |

| November 1, 2019 - November 30, 2019 | | | 38,285 | | | $ | 33.71 | | | | \- | | | | 220,756,556 | |

| December 1, 2019 - December 31, 2019 | | | 1,571 | | | $ | 35.02 | | | | \- | | | | 220,756,556 | |

| --- | --- | --- |

| | (3) | On August 1, 2018, we announced that our Board of Directors had approved a share repurchase program which authorized the repurchase of up to $250.0 million of our outstanding common stock over the next two years, effective August 1, 2018 until and including July 31, 2020. For a further description of the share repurchase program, see Note 25 “Share Repurchase Program” to our audited consolidated financial statements included elsewhere in this Form 10-K. |

The selected consolidated financial data as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] and for the fiscal years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] have been derived from our audited consolidated financial statements and related notes to our audited consolidated financial statements included elsewhere in this Form 10-K.

The selected consolidated financial data as of December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] and for the fiscal years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] have been derived from our audited consolidated financial statements and related notes to our audited consolidated financial statements not included in this Form 10-K.

| (in millions, except per share amounts) | | [removed: Year] [added: | For the Years] Ended December [removed: 31, 2019] [added: 31,] | | | | [removed: Year Ended December 31, 2018] | | | | [removed: Year Ended December 31, 2017] | | | | [removed: Year Ended December 31, 2016] | | | | [removed: Year Ended December 31, 2015] | | | [added: | | | | | | | |]

| [removed: Consolidated] [added: Consolidated] Statements of [removed: Operations:] [added: Operations:] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Revenues | | [added: |] $ | [removed: 2,451.9] [added: 4,910.2] | | | [added: | |] $ | [removed: 2,689.8] [added: 2,451.9] | | | [added: | |] $ | [removed: 2,375.4] [added: 2,689.8] | | | [added: | |] $ | [removed: 1,939.4] [added: 2,375.4] | | | [added: | |] $ | [removed: 2,126.9] [added: 1,939.4] | |

| Cost of sales | | | [added: 3,296.8 | | | | | |] 1,540.2 | | | | [added: | |] 1,677.3 | | | | [removed: 1,477.5] | | [added: 1,477.5] | | [removed: 1,222.7] | | | | [removed: 1,347.8] [added: 1,222.7] | | [added: |]

| Gross profit | | | [added: 1,613.4 | | | | | |] 911.7 | | | | [added: | |] 1,012.5 | | | | [removed: 897.9] | | [added: 897.9] | | [removed: 716.7] | | | | [removed: 779.1] [added: 716.7] | | [added: |]

| Selling and administrative expenses | | | [added: 894.8 | | | | | |] 436.4 | | | | [added: | |] 434.6 | | | | [removed: 446.2] | | [added: 446.2] | | [removed: 415.1] | | | | [removed: 431.0] [added: 415.1] | | [added: |]

| Amortization of intangible assets | | | [added: 395.8 | | | | | |] 124.3 | | | | [added: | |] 125.8 | | | | [removed: 118.9] | | [added: 118.9] | | [removed: 124.2] | | | | [removed: 115.4] [added: 124.2] | | [added: |]

| Impairment of goodwill | | | [removed: \-] [added: —] | | | | [removed: \-] | | [added: —] | | [removed: \-] | | | | [removed: \-] [added: —] | | | | [removed: 343.3] | | [added: — | | | | | | — | | |]

| Impairment of other intangible assets | | | [removed: \-] [added: 19.9] | | | | [removed: \-] | | [added: —] | | [removed: 1.6] | | | | [removed: 25.3] [added: —] | | | | [removed: 78.1] | | [added: 1.6 | | | | | | 25.3 | | |]

| Other operating expense, net | | | [added: 217.2 | | | | | |] 75.7 | | | | [added: | |] 9.1 | | | | [removed: 222.1] | | [added: 222.1] | | [removed: 48.6] | | | | [removed: 20.7] [added: 48.6] | | [added: |]

| Operating income (loss) | | | [added: 85.7 | | | | | |] 275.3 | | | | [added: | |] 443.0 | | | | [removed: 109.1] | | [added: 109.1] | | [removed: 103.5] | | | | [removed: (209.4] [added: 103.5] | [removed: )] | [added: |]

| Interest expense | | | [added: 111.1 | | | | | |] 88.9 | | | | [added: | |] 99.6 | | | | [removed: 140.7] | | [added: 140.7] | | [removed: 170.3] | | | | [removed: 162.9] [added: 170.3] | | [added: |]

| Loss on extinguishment of debt | | | [added: 2.0 | | | | | |] 0.2 | | | | [added: | |] 1.1 | | | | [removed: 84.5] | | [added: 84.5] | | [removed: \-] | | | | [removed: \-] [added: —] | | [added: |]

| Other income, net | | | [removed: (4.7] [added: (8.0)] | [removed: )] | | | [removed: (7.2] | [removed: )] | [added: (4.7)] | | [removed: (3.4] | [removed: )] | | | [removed: (3.6] [added: (7.2)] | [removed: )] | | | [removed: (5.6] | [removed: )] | [added: (3.4) | | | | | | (3.6) | | |]

| Income (loss) before income taxes | | | [added: (19.4) | | | | | |] 190.9 | | | | [added: | |] 349.5 | | | | [removed: (112.7] | [removed: )] | [added: (112.7)] | | [removed: (63.2] | [removed: )] | | | [removed: (366.7] [added: (63.2)] | [removed: )] | [added: |]

| Provision (benefit) for income taxes | | | [added: 13.0 | | | | | |] 31.8 | | | | [added: | |] 80.1 | | | | [removed: (131.2] | [removed: )] | [added: (131.2)] | | [removed: (31.9] | [removed: )] | | | [removed: (14.7] [added: (31.9)] | [removed: )] | [added: |]

| Net income (loss) | | | [added: (32.4) | | | | | |] 159.1 | | | | [added: | |] 269.4 | | | | [removed: 18.5] | | [added: 18.5] | | [removed: (31.3] | [removed: )] | | | [removed: (352.0] [added: (31.3)] | [removed: )] | [added: |]

| Less: Net income (loss) attributable to noncontrolling interest | | | [removed: \-] [added: 0.9] | | | | [removed: \-] | | [added: —] | | [removed: 0.1] | | | | [removed: 5.3] [added: —] | | | | [removed: (0.8] | [removed: )] | [added: 0.1 | | | | | | 5.3 | | |]

| Net income (loss) attributable to [removed: Gardner Denver Holdings,] [added: Ingersoll Rand] Inc. | | [added: |] $ | [removed: 159.1] [added: (33.3)] | | | [added: | |] $ | [removed: 269.4] [added: 159.1] | | | [added: | |] $ | [removed: 18.4] [added: 269.4] | | | [added: | |] $ | [removed: (36.6] [added: 18.4] | [removed: )] | | [added: | |] $ | [removed: (351.2] [added: (36.6)] | [removed: )] |

| Earnings (loss) per share, basic | | [added: |] $ | [removed: 0.78] [added: (0.09)] | | | [added: | |] $ | [removed: 1.34] [added: 0.78] | | | [added: | |] $ | [removed: 0.10] [added: 1.34] | | | [added: | |] $ | [removed: (0.25] [added: 0.1] | [removed: )] | | [added: | |] $ | [removed: (2.35] [added: (0.25)] | [removed: )] |

| Earnings (loss) per share, diluted | | [added: |] $ | [removed: 0.76] [added: (0.09)] | | | [added: | |] $ | [removed: 1.29] [added: 0.76] | | | [added: | |] $ | [removed: 0.10] [added: 1.29] | | | [added: | |] $ | [removed: (0.25] [added: 0.1] | [removed: )] | | [added: | |] $ | [removed: (2.35] [added: (0.25)] | [removed: )] |

| Weighted average shares, basic | | | [added: 382.8 | | | | | |] 203.5 | | | | [added: | |] 201.6 | | | | [removed: 182.2] | | [added: 182.2] | | [removed: 149.2] | | | | [removed: 149.6] [added: 149.2] | | [added: |]

| Weighted average shares, diluted | | | [added: 382.8 | | | | | |] 208.9 | | | | [added: | |] 209.1 | | | | [removed: 188.4] | | [added: 188.4] | | [removed: 149.2] | | | | [removed: 149.6] [added: 149.2] | | [added: |]

| [removed: Statement] [added: Statement] of Cash Flow [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Cash flows - operating activities | | [added: |] $ | [removed: 343.3] [added: 914.3] | | | [added: | |] $ | [removed: 444.5] [added: 343.3] | | | [added: | |] $ | [removed: 200.5] [added: 444.5] | | | [added: | |] $ | [removed: 165.6] [added: 200.5] | | | [added: | |] $ | [removed: 172.1] [added: 165.6] | |

| Cash flows - investing activities | | | [removed: (54.3] [added: (37.9)] | [removed: )] | | | [removed: (235.0] | [removed: )] | [added: (54.3)] | | [removed: (60.8] | [removed: )] | | | [removed: (82.1] [added: (235.0)] | [removed: )] | | | [removed: (84.0] | [removed: )] | [added: (60.8) | | | | | | (82.1) | | |]

| Cash flows - financing activities | | | [removed: (11.5] [added: 328.7] | [removed: )] | | | [removed: (373.0] | [removed: )] | [added: (11.5)] | | [removed: (17.4] | [removed: )] | | | [removed: (43.0] [added: (373.0)] | [removed: )] | | | [removed: (35.0] | [removed: )] | [added: (17.4) | | | | | | (43.0) | | |]

| [removed: Balance] [added: Balance] Sheet Data (at period [removed: end):] [added: end):] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Cash and cash equivalents | | [added: |] $ | [removed: 505.5] [added: 1,750.9] | | | [added: | |] $ | [removed: 221.2] [added: 505.5] | | | [added: | |] $ | [removed: 393.3] [added: 221.2] | | | [added: | |] $ | [removed: 255.8] [added: 393.3] | | | [added: | |] $ | [removed: 228.3] [added: 255.8] | |