Ingersoll Rand (IR) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-31 10-K against the 2020-12-31 one, compared heading by heading and sentence by sentence.
Item 1A45 rewritten11 added52 removed240 unchanged
All filing items1,114 rewritten863 added865 removed1,902 unchanged
Summary
counted, not written
- Item 1A lists 36 risk factor headings: 1 new, 2 reworded and 33 unchanged since FY2020. 3 headings from FY2020 no longer appear.
- Sentence by sentence, 863 added, 865 removed, 1,114 rewritten and 1,902 unchanged across 20 items that differ.
- New this year: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
New Item 1A headings (1)
- Information systems failure or disruption, due to cyber terrorism or other actions, may adversely impact our business and result in financial loss to the Company or liability to our customers.Cybersecurity
Removed Item 1A headings (3)
- Our revenues and operating results, especially in the High Pressure Solutions segment, depend on the level of activity in the energy industry, which is significantly affected by volatile oil and gas prices.
- 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 products.
- Information systems failure may disrupt our business and result in financial loss and liability to our customers.
Reworded Item 1A headings (2)
- The COVID-19 pandemic
[removed: 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. - If the financial institutions that are part of the syndicate of our Revolving Credit Facility fail to extend credit under our
[removed: facility or reduce the borrowing base under our]Revolving Credit Facility, our liquidity and results of operations may be adversely affected.
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
45 rewritten, 11 added, 52 removed, 240 unchanged
*The following risk factors as well as the other information included in this Form 10-K, including [removed: “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.
The integration process [removed: will be] [added: is] complex, costly and time-consuming, which could adversely affect our businesses, financial results and financial condition.
[removed: Even if we are able to integrate Ingersoll Rand Industrial successfully, the] [added: The] merger may not result in the realization of the full benefits of anticipated cost synergies, innovation, operational efficiencies and incremental revenue growth opportunities that we expect to realize or these benefits may not be achieved within a reasonable period of time.
The COVID-19 pandemic [removed: 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 [removed: rapidly developing] [added: continuously evolving] situation [removed: around the globe] that has [removed: negatively impacted] and could continue to [removed: negatively] impact the global [removed: economy.][added: economy in adverse or unpredictable ways.]
Our operating results will be subject to fluctuations based on general economic conditions, and the extent to which COVID-19 may ultimately impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the [removed: ultimate] geographic spread of the [removed: disease] [added: disease, the emergence of variants, availability of vaccines] and [added: treatments and] the duration of the outbreak and business closures or business disruptions for our Company, our suppliers and our customers.
[removed: The impact of the COVID-19 pandemic has caused a decrease in demand for our products and services, and a] [added: A] sustained weakness in demand for our products and services resulting from a contraction or uncertainty in the global economy due to the impact of the COVID-19 pandemic could adversely impact its revenues and profitability.
In addition, the [removed: 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 [removed: changes in local laws and regulations.]
The loss of, or disruption in, our distribution network in connection with the COVID-19 pandemic could have a negative impact on our [added: abilities to ship products, meet customer demand and otherwise operate our business.]
For the year ended December 31, [removed: 2020,] [added: 2021,] approximately [removed: 54%] [added: 61%] of our revenues were from customers in countries outside of the United States.
We have manufacturing facilities in Germany, the United Kingdom, China, [removed: Finland,] Italy, India and other countries.
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 [added: 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.]
The Company [removed: recently] [added: has] emphasized its commitment to making a positive impact on our shared planet with the announcement of environmental goals with respect to greenhouse gas emissions, renewable energy, water usage and landfill waste.
A significant portion of our revenue, approximately [removed: 49%] [added: 59%] for the year ended December 31, [removed: 2020,] [added: 2021,] is denominated in currencies other than the U.S. dollar.
[removed: From time to time in recent years, we] [added: We] have experienced disruptions to our supply deliveries for raw materials and component parts [added: due to reasons related to the pandemic] and [added: other recent economic conditions and] may experience further supply disruptions.
The loss or reduction of significant contracts with any of [removed: these] [added: our] key customers could result in a material decrease of our future profitability and cash flows.
We are unable to predict what effect consolidation in our customers’ industries [removed: may] [added: could] have on prices, capital spending by customers, selling strategies, competitive position, our ability to retain customers or our ability to negotiate favorable agreements with customers.
We have acquired [added: multiple] businesses in [removed: the past] [added: recent years] and [removed: may] [added: will] continue to [removed: acquire] [added: pursue acquisition of] businesses or assets in the future.
See Note [removed: 25 “Subsequent Events”] [added: 3 “Discontinued Operations”] of Notes to Consolidated Financial Statements for additional information related to [removed: this transaction.][added: these transactions.]
We incurred restructuring charges of [removed: $92.9] [added: $13.4] million and [removed: $17.1] [added: $83.0] million in the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.
The initiatives we are contemplating may require consultation with various employees, labor [added: 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: On December 22,] [added: In] 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”).
While we monitor proposals and other developments that would materially impact our tax burden and/or effective tax rate and investigate our options, we could still be subject to increased taxation on a going forward basis no matter what action we [removed: undertake if certain legislative proposals or regulatory changes are enacted, certain tax treaties are amended and/or our interpretation of applicable tax or other laws is challenged and determined to be incorrect.]
See Note 1 “Summary of Significant Accounting Policies” and Note [removed: 15] [added: 16] “Income Taxes” to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information related to our accounting for income tax matters.
As of December 31, [removed: 2020,] [added: 2021,] the net carrying value of goodwill and other intangible assets, net represented [removed: $11.0] [added: $9.9] billion, or [removed: 69%,] [added: 65%,] of our total assets.
See Note [removed: 8] [added: 9] “Goodwill and Other Intangible Assets” to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information related to impairment testing for goodwill and other intangible assets and the associated charges taken.
As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: 15,900] [added: 16,000] employees of which approximately [removed: 5,900] [added: 4,800] were located in the United States.
Of those employees located outside of the United States, a significant portion are represented by works councils and labor unions, and of those employees located in the United States, approximately [removed: 200] [added: 250] are represented by labor unions.
However, future developments, including, without limitation, potential insolvencies of insurance companies or other defendants, an adverse determination in the Adams County [removed: Case (discussed below),] [added: Case,] or other inability to collect from our historical insurers or indemnitors, could cause a different outcome.
See Note [removed: 20] [added: 21] “Contingencies” to our audited consolidated financial statements included elsewhere in this Form 10-K.
Information systems failure [added: or disruption, due to cyber terrorism or other actions,] may [removed: disrupt] [added: adversely impact] our business and result in financial loss [removed: and] [added: to the Company or] liability to our customers.
[removed: An accrued] [added: A] liability on our balance sheet reflects costs that are probable and estimable for our projected financial obligations relating to these matters.
[removed: If we fail to] successfully enforce these intellectual property rights, our competitive position could suffer, which could harm our operating results.
As of December 31, [removed: 2020,] [added: 2021,] our projected benefit obligations under our pension and other postretirement benefit plans exceeded the fair value of plan assets by an aggregate of approximately [removed: $287.0] [added: $194.7] million (“unfunded status”).
Estimates for the amount and timing of the future funding [added: obligations of these benefit plans are based on various assumptions.]
As of December 31, [removed: 2020,] [added: 2021,] we had total indebtedness of [removed: $3,899.5] [added: $3,440.6] million, and we had availability under the Revolving Credit Facility of [removed: $998.1] [added: $1,093.4] million.
For a complete description of the Company’s credit facilities and definitions of capitalized terms used in this section, see Note [removed: 10] [added: 11] “Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K.
In addition, we can increase the borrowing availability under the Senior Secured Credit Facilities by up to $1,600.0 [added: million in the form of additional commitments under the Revolving Credit Facility and/or incremental term loans plus an additional amount so long as we do not exceed a specified senior secured leverage ratio.]
See Note [removed: 18] [added: 19] “Hedging Activities, Derivative Instruments and Credit Risk” to our audited consolidated financial statements included elsewhere in this Form 10-K.
If the financial institutions that are part of the syndicate of our Revolving Credit Facility fail to extend credit under our [removed: facility or reduce the borrowing base under our] Revolving Credit Facility, our liquidity and results of operations may be adversely affected.
The impact of the COVID-19 pandemic has, at times, caused a decrease in demand for our products and services.
changes in local laws and regulations.
On February 14, 2021, the Company entered into an agreement to sell its majority interest in High Pressure Solutions to private equity firm American Industrial Partners.
In exchange for its majority interest of 55%, the Company received net cash proceeds of $278.3 million and retained a 45% common equity interest in the newly-formed entity comprising the HPS business.
This sale was substantially completed on April 1, 2021.
On April 9, 2021, the Company entered into an agreement to sell Specialty Vehicle Technologies to private equity firm Platinum Equity Advisors, LLC (“Platinum Equity”) for $1.68 billion in cash.
The sale was substantially completed on June 1, 2021.
If we fail to
undertake if certain legislative proposals or regulatory changes are enacted, certain tax treaties are amended and/or our interpretation of applicable tax or other laws is challenged and determined to be incorrect.
We have substantial goodwill as a result of past acquisitions.
For a complete description of the Company’s credit facilities and definitions of capitalized terms used in this section, see Note 11 “Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K.
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.
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.
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.
Our revenues and operating results, especially in the High Pressure Solutions segment, depend on the level of activity in the energy industry, which is significantly affected by volatile oil and gas prices.
Demand for certain products of our 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.
The energy market is volatile as the worldwide demand for oil and natural gas fluctuates.
Generally, when worldwide demand or our customers’ expectations of future prices for these commodities are depressed, the demand for our products used in drilling and recovery applications is reduced.
Other factors, including availability of quality drilling prospects, exploration success, relative production costs and political and regulatory environments are also expected to affect the demand for our products.
Worldwide military, political and economic events have in the past contributed to oil and gas price volatility and are likely to do so in the future.
A change in economic conditions also puts pressure on our receivables and collections.
Accordingly, our operating results for any particular period are not necessarily indicative of the operating results for any future period as the markets for our products have historically experienced volatility.
In particular, orders in the 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 High Pressure Solutions segment generated approximately 4% of our consolidated revenues for the year ended December 31, 2020.
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 products.
Oil and natural gas extracted from unconventional sources, such as shale, tight sands and coal bed methane, frequently requires hydraulic fracturing.
Recent initiatives to study, regulate or otherwise restrict hydraulic fracturing and processes on which it relies, such as water disposal, as well as litigation over hydraulic fracturing impacts, could adversely affect some of our customers and their demand for our products, which could have a material adverse effect on our business, results of operations and financial condition.
For example, although hydraulic fracturing currently is generally exempt from regulation under the U.S. Safe Drinking Water Act’s (“SDWA”) Underground Injection Control program and is typically regulated by state oil and natural gas commissions or similar agencies, several federal agencies have asserted regulatory authority over certain aspects of the process.
These include, among others, a number of regulations issued and other steps taken by the U.S. Environmental Protection Agency (“EPA”) over the last five years, including its New Source Performance Standards issued in 2012, its June 2016 rules establishing new emissions standards for methane and additional standards for volatile organic compounds from certain new, modified and reconstructed equipment and processes in the oil and natural gas source category and its June 2016 rule prohibiting the discharge of wastewater from onshore unconventional oil and natural gas extraction facilities to publicly owned wastewater treatment plants; and the federal Bureau of Land Management (“BLM”) rule in March 2015 that established new or more stringent standards relating to hydraulic fracturing on federal and American Indian lands (which was the subject of litigation and which the BLM rescinded in December 2017).
While the EPA in the Trump administration and the Trump administration more generally have indicated their interest in scaling back or rescinding regulations that inhibit the development of the U.S. oil and gas industry and have taken steps to do so, it is difficult to predict the extent to which such policies will be implemented or the outcome of litigation challenging such implementation, such as the suit the State of California’s attorney general filed in January 2018 challenging the BLM’s rescission of its March 2015 rule referred to above; in July 2018, the federal district judge in the Northern District of California, where the suit was filed, denied motions by the BLM and several petroleum industry groups to transfer the challenge to Wyoming.
Moreover, some states and local governments have adopted, and other governmental entities are considering adopting, regulations that could impose more stringent requirements on hydraulic fracturing operations.
For example, Texas, Colorado and North Dakota among others have adopted regulations that impose new or more stringent permitting, disclosure, disposal and well construction requirements on hydraulic fracturing operations.
States could also elect to prohibit high volume hydraulic fracturing altogether, following the approach taken by the State of New York in 2015.
Local land use restrictions, such as city ordinances, may restrict drilling in general and hydraulic fracturing in particular.
Some state and federal regulatory agencies have also recently focused on a connection between the operation of injection wells used for oil and natural gas waste disposal and seismic activity.
Similar concerns have been raised that hydraulic fracturing may also contribute to seismic activity.
In March 2016, the United States Geological Survey identified six states with the most significant hazards from induced seismicity, including Oklahoma, Kansas, Texas, Colorado, New Mexico and Arkansas.
In light of these concerns, some state regulatory agencies have modified their regulations or issued orders to address induced seismicity.
For example, in December 2016, the Oklahoma Corporation Commission’s Oil and Gas Conservation Division (the “OCC Division”) and the Oklahoma Geologic Survey released well completion seismicity guidance, which requires operators to take certain prescriptive actions, including mitigation, following anomalous seismic activity within 1.25 miles of hydraulic fracturing operations.
In February 2017, the OCC Division issued an order limiting future increases in the volume of oil and natural gas wastewater injected into the ground in an effort to reduce earthquakes in the state, and it announced further requirements (involving seismic monitoring) in February 2018.
Ongoing lawsuits have also alleged that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal.
Increased regulation and attention given to induced seismicity could lead to greater opposition to, and litigation concerning, oil and natural gas activities utilizing hydraulic fracturing or injection wells for waste disposal.
The adoption of more stringent regulations regarding hydraulic fracturing and the outcome of litigation over hydraulic fracturing could adversely affect some of our customers and their demand for our products, which could have a material adverse effect on our business, results of operations and financial condition.
We derive revenue from certain key customers, in particular with respect to our oilfield service products and services.
In addition, in the petroleum product market, lost sales may be difficult to replace due to the relative concentration of the customer base.
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.
An excerpt. Shown here: 40 of 45 rewritten, all 11 added and 40 of 52 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2021 filing and the FY2020 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
195 rewritten, 203 added, 179 removed, 268 unchanged
The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read together with [removed: “Item 6.][added: our audited consolidated financial statements and related notes to our consolidated financial statements included elsewhere in this Form 10-K.]
[removed: Selected Financial Data” and our audited consolidated financial statements] [added: Also see Note 9 “Goodwill] and [removed: related notes] [added: Other Intangible Assets”] to our [added: audited] consolidated financial statements included elsewhere in this Form 10-K.
Ingersoll Rand is a global market leader with a broad range of innovative and mission-critical air, fluid, [removed: energy, specialty vehicle] [added: energy] and medical technologies, providing services and solutions to increase industrial productivity and efficiency.
Our products are sold under a collection of premier, market-leading brands, including Ingersoll Rand, Gardner Denver, [removed: Club Car, CompAir,] Nash, [removed: Elmo Rietschle, Robuschi,] [added: CompAir,] Thomas, Milton Roy, [added: Seepex, Elmo Rietschle,] ARO, [added: Robuschi,] Emco Wheaton and Runtech Systems, [removed: which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.]
We have sales in [removed: more than 175 countries] [added: all major geographic markets] and our diverse customer base utilizes our products across a wide array of end-markets that have favorable near- and long-term growth prospects, including industrial manufacturing, [removed: energy (with particular exposure to the North American upstream land-based market),] [added: energy,] transportation, medical and laboratory sciences, food and beverage packaging and chemical processing.
[added: To support our customers and] market presence, we maintain significant global scale with [removed: 65] [added: 61] key manufacturing facilities, approximately [removed: 50] [added: 39] complementary service and repair centers across six continents and approximately [removed: 15,900] [added: 16,000] employees worldwide as of December 31, [removed: 2020.][added: 2021.]
As a result, our aftermarket revenue is significant, representing [removed: 36.1%] [added: 36.2%] of total Company revenue and approximately [removed: 42.8%] [added: 40.7%] of our [removed: combined] Industrial Technologies and Services [removed: and High Pressure Solutions segments’] [added: segment’s] revenue in [removed: 2020.][added: 2021.]
We sell our products and deliver services [added: both] directly to end-users and through independent distribution channels, depending on the product line and geography.
[removed: Depending on] [added: Certain contracts involve significant design engineering unique to customer specifications, and depending upon] the contractual terms, revenue is recognized either over the duration of the contract or at contract completion when [removed: control] [added: equipment] is [removed: transferred] [added: delivered] to the customer.
Cost of sales includes [added: the costs we incur, including] purchased materials, labor and overhead related to manufactured products and aftermarket parts sold during a period.
Depreciation [removed: of] [added: related to] manufacturing equipment and facilities is included in cost of sales.
Purchased materials represent the majority of costs of sales, with steel, aluminum, copper and partially finished castings representing our most significant [removed: materials] [added: material] inputs.
Cost of sales for services includes [added: the] direct [added: 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.
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.
Amortization of intangible assets [removed: represents] [added: includes] the [added: periodic] amortization of [removed: finite lived] intangible assets [removed: recognized through accounting for acquisitions] — including customer relationships, tradenames, [added: developed technology, backlog] and [added: internally] developed [removed: technology — as well as internal-use] software.
Other operating expense, net includes foreign currency [added: transaction] gains and losses, [added: net,] restructuring charges, [removed: acquisition and integration costs,] certain [added: shareholder] litigation [removed: and contract] settlement [removed: losses, environmental remediation] [added: recoveries, acquisition] and other [added: transaction related expenses and non-cash charges, losses and gains on asset disposals and other] miscellaneous operating expenses.
We are subject to income tax in approximately [removed: 46] [added: 47] jurisdictions outside of the United States.
In particular, demand for our [removed: industrial products in our] Industrial Technologies and Services [removed: and Precision and Science Technologies segment] [added: products] generally [removed: correlate] [added: correlates] with the rate of total industrial capacity utilization and the rate of change of industrial production.
[removed: Demand for certain businesses in] [added: In] our Precision and Science Technologies [removed: segment are] [added: segment, we expect demand for our products to be] driven by favorable [removed: trends] [added: trends, including the growth] in healthcare spend [added: 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.
A significant portion of our revenues, approximately [removed: 49%] [added: 59%] for the year ended December 31, [removed: 2020,] [added: 2021,] was [removed: recognized by subsidiaries with a functional currency] [added: denominated in currencies] other than the U.S. dollar.
[removed: A] [added: Because much of our manufacturing facilities and labor force costs are outside of the United States, a] significant portion of our costs are also denominated in currencies other than the U.S. dollar.
[removed: Comparability between the years] ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] will be affected by [removed: ten] [added: the inclusion of twelve] months of activity from Ingersoll Rand [removed: Industrial.][added: Industrial in 2021 compared to only ten months of activity in 2020.]
See Note [removed: 3] [added: 4] “Business Combinations” to our audited consolidated financial statements included elsewhere in this Form 10-K for further discussion of the acquisition of Ingersoll Rand Industrial.
In addition to the Ingersoll Rand Industrial transaction discussed above, we have acquired several other businesses during the three year period [removed: ending] [added: ended] December 31, [removed: 2020.][added: 2021.]
While these acquisitions are not individually significant or significant in the aggregate, [added: they] may be relevant when comparing our results from period to period.
See Note [removed: 3] [added: 4] “Business Combinations” to our audited consolidated financial statements included elsewhere in this Form 10-K for further discussion of these acquisitions.
We [removed: are taking] [added: have taken] certain actions to reduce costs and preserve cash given the [removed: rapidly changing] [added: uncertain] environment.
The [removed: length of time] [added: degree to which] the pandemic will [added: continue to] impact our operations, and the operations of our customers and suppliers remains uncertain.
See “The COVID-19 pandemic [removed: 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.
A key element of those business transformation initiatives was restructuring programs within our Industrial Technologies and [removed: Services,] [added: Services and] Precision and Science [removed: Technologies, Specialty Vehicle][added: Technologies segments, as well as at the Corporate level.]
Subsequent to the acquisition of Ingersoll Rand Industrial, [removed: the Company] [added: we] announced a restructuring program (“2020 Plan”) to [removed: create] [added: drive] efficiencies and synergies, reduce the number of facilities and optimize operating margin within the merged Company.
For the [removed: year] [added: years] ended December 31, [added: 2021 and] 2020, [removed: $92.9] [added: $13.4] million [removed: was] [added: and $83.0 million, respectively, were] charged to expense related to this restructuring program.
[removed: For] [added: Represents stock-based compensation expense recognized for] the year ended December 31, [removed: 2020, we incurred stock-based compensation expense] [added: 2020] of [removed: approximately $51.3 million which was] [added: $47.5 million,] decreased by $0.5 million due to costs associated with employer taxes.
The increase from [removed: 2019] [added: 2020] was primarily due to [removed: increased awards as a result of] the [removed: 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.
See Note [removed: 17 “Stock-Based Compensation”] [added: 18 “[Stock-Based Compensation](#i2e7d0098415d4de9b6b534648be7ba23_169)”] to our audited consolidated financial statements included elsewhere in this Form 10-K for further discussion around our stock-based compensation expense.
[removed: For] [added: Represents stock-based compensation expense recognized for] the year ended December 31, [removed: 2019, we incurred stock-based compensation expense] [added: 2020] of [removed: approximately $19.2 million which was increased] [added: $47.5 million, decreased] by [removed: $1.5] [added: $0.5] million due to costs associated with employer taxes.
In the fourth quarter of [removed: 2020,] [added: 2021,] we had [removed: $996.8] [added: $1,201.1] million of orders in our Industrial Technologies and Services segment, an increase of [removed: 154.8%] [added: 20.5%] over the fourth quarter of [removed: 2019.][added: 2020.]
During [removed: the COVID-19 pandemic,] [added: 2021,] the Precision and Science Technologies segment has seen increased demand for our [removed: vacuum pump and compressor solutions used in respirator] [added: products, particularly related to life science] and [removed: ventilator] [added: specialty] applications.
In the fourth quarter of [removed: 2020] [added: 2021,] we booked [removed: $220.3] [added: $305.9] million of orders in our Precision and Science Technologies segment, an increase of [removed: 202.6%] [added: 38.9%] over the fourth quarter of [removed: 2019.][added: 2020.]
We manage operations through the [removed: four] [added: two] business segments described above.
which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.
In the midstream and downstream portions of our Industrial Technologies and Services segment, overall economic growth and industrial production, as well as secular trends, impact demand for our products.
Comparability between the years
Demand for our products was negatively impacted throughout the majority of 2020 as a result of the pandemic.
Demand began to improve in the fourth quarter of 2020 and accelerated in the first half of 2021 as markets strengthened and gained greater visibility to vaccine roll-out strategies in various regions.
Order rates in the first half of 2021 were particularly strong and we believe represent some deferred demand from 2020.
In order to position ourselves to fulfill demand we continue to monitor the supply chain closely and are taking proactive steps to ensure continuity of supply.
Currently all our major manufacturing locations are operational.
Through December 31, 2021, we recognized expense related to the 2020 Plan of $78.7 million, $6.9 million and $10.8 million for Industrial Technologies and Services, Precision and Science Technologies and Corporate, respectively.
For the years ended December 31, 2021 and 2020, we incurred stock-based compensation expense of approximately $87.2 million and $47.5 million, respectively.
correspond to changes in the operations of our business.
| | | | 2021 | | | | | | 2020 | | |
| Revenues | | | $ | 5,152.4 | | | | | $ | 3,973.2 | |
| Cost of sales | | | 3,163.9 | | | | | | 2,568.3 | | |
| Gross Profit | | | 1,988.5 | | | | | | 1,404.9 | | |
| Other operating expense, net | | | 61.9 | | | | | | 201.0 | | |
| Operating Income | | | 565.7 | | | | | | 59.6 | | |
| Provision (benefit) for income taxes | | | (21.8) | | | | | | 11.4 | | |
| Loss on equity method investments | | | (11.4) | | | | | | — | | |
| Income (Loss) from Continuing Operations | | | 523.4 | | | | | | (56.8) | | |
| Income from discontinued operations, net of tax | | | 41.6 | | | | | | 24.4 | | |
| Gross profit | | | 38.6 | | % | | | | 35.4 | | % |
| Operating income | | | 11.0 | | % | | | | 1.5 | | % |
| Income (loss) from continuing operations | | | 10.2 | | % | | | | (1.4) | | % |
| Adjusted EBITDA(1) | | | 23.1 | | % | | | | 22.1 | | % |
| Adjusted EBITDA(1) | | | $ | 1,191.9 | | | | | $ | 878.1 | |
Revenues for 2021 were $5,152.4 million, an increase of $1,179.2 million, or 29.7%, compared to $3,973.2 million in 2020.
The increase due to acquisitions is impacted by the inclusion of twelve months of activity from Ingersoll Rand Industrial in 2021 compared to only ten months of activity in 2020.
Organic volume growth in 2021 partially reflects the adverse impact of COVID-19 in 2020.
Gross profit in 2021 was $1,988.5 million, an increase of $583.6 million, or 41.5%, compared to $1,404.9 million in 2020, and as a percentage of revenues was 38.6% in 2021 and 35.4% in 2020.
The increase due to acquisitions is impacted by the inclusion of twelve months of activity from Ingersoll Rand Industrial in 2021 compared to only ten months of activity in 2020.
The increase in gross profit as a percentage of revenues is primarily due to the runoff of the fair valuation adjustments related to the acquisition of Ingersoll Rand Industrial impacting cost of sales in 2020 that did not recur in 2021.
Amortization of intangible assets was $332.9 million in 2021, a decrease of $2.2 million compared to $335.1 million in 2020.
The decrease was primarily due to certain intangible assets, primarily backlog, related to the acquisition of Ingersoll Rand Industrial becoming fully amortized, partially offset by the inclusion of twelve months of activity from Ingersoll Rand Industrial in 2021 compared to only ten months of activity in 2020 as well as intangible assets acquired in 2021.
There were no impairments recognized during the year ended December 31, 2021.
Other operating expense, net was $61.9 million in 2021, a decrease of $139.1 million compared to $201.0 million in 2020.
Interest expense was $87.7 million in 2021, a decrease of $23.4 million, compared to $111.1 million in 2020.
The decrease was primarily due to the decrease in the weighted-average interest rate as well as the payoff of the Dollar Term Loan Series A in the third quarter of 2021.
Loss on extinguishment of debt was $9.0 million in 2021, which was related to the payoff of the Dollar Term Loan Series A.
The increase in other income, net was primarily due to recognition of a $30.0 million gain upon settling post-acquisition contingencies related to the Ingersoll Rand Industrial transaction outside of the measurement period in the second quarter of 2021.
To support our customers and
Certain contracts are highly-engineered and unique to customer specifications.
In our High Pressure Solutions segment, demand for our products that is influenced heavily by energy prices and the expectation as to future trends in those prices.
Energy prices have historically been cyclical in nature and are affected by a wide range of factors.
In addition to energy prices, demand for our upstream energy products are positively impacted by increasing global land rig count, drilled but uncompleted wells, the level of hydraulic fracturing intensity and activity measured by horsepower utilization and lateral lengths as well as drilling and completion capital expenditures.
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.
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.
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.
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.
Variability within Upstream Energy Markets
We sell products and services to customers in upstream energy markets, primarily in the United States.
Within our High Pressure Solutions segment, we manufacture pumps and associated aftermarket products and services used in drilling, hydraulic fracturing and well service applications.
Demand for upstream energy products has historically corresponded to the supply and demand dynamics related to oil and natural gas products, and has been influenced by oil and natural gas prices, the level and intensity of hydraulic fracturing activity rig count, drilling activity and other economic factors.
These factors have caused the level of demand for certain of our High Pressure Solutions products to change at times (both positively and negatively) and we expect these trends to continue in the future.
Technologies and High Pressure Solutions segments as well as at the Corporate level.
We announced a restructuring program in the third quarter of 2018 that primarily involves workforce reductions and facility consolidations.
For the year ended December 31, 2019, $17.1 million was charged to expense related to this restructuring program.
Outlook
Due to the uncertainty of current economic conditions associated with COVID-19, and its impact on end markets, our near-term visibility is limited.
Approximately $601.9 million of these orders relate to the acquisition of Ingersoll Rand Industrial.
Demand of other products and services have been curtailed as a result of the COVID-19 pandemic and near-term visibility is limited.
Approximately $127.4 million of these orders relate to the acquisition of Ingersoll Rand Industrial.
Specialty Vehicle Technologies Segment
During 2020, the Specialty Vehicle Technologies segment is seeing consistent demand in golf end markets along with record demand for consumer vehicle and aftermarket parts offerings.
This has helped to offset demand pressure in the commercial end markets as the COVID-19 pandemic continues to impact the hospitality and resort industries.
In the fourth quarter of 2020, we had $274.2 million of orders in our Specialty Vehicle Technologies segment.
High Pressure Solutions Segment
The demand and outlook for the majority of our High Pressure Solutions products and services are influenced heavily by the supply and demand dynamics related to oil and natural gas products, and have been influenced by oil and natural gas prices, the level and intensity of hydraulic fracturing activity, global land rig count, the number of drilled but uncompleted wells and other economic factors.
The COVID-19 pandemic and related economic repercussions have negatively impacted the global demand for oil and natural gas.
The ultimate duration of these conditions is unknown.
In the fourth quarter of 2020, we booked $38.8 million of orders in our High Pressure Solutions segment, a decrease of 50.9% over the fourth quarter of 2019.
Selected Financial Data” and “Non-GAAP Financial Measures” below.
| | | | 2020 | | | | | | 2019 | | |
| Revenues | | | $ | 4,910.2 | | | | | $ | 2,451.9 | |
| Cost of sales | | | 3,296.8 | | | | | | 1,540.2 | | |
| Operating Income | | | 85.7 | | | | | | 275.3 | | |
An excerpt. Shown here: 40 of 195 rewritten, 40 of 203 added and 40 of 179 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2021 filing and the FY2020 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
21 rewritten, 5 added, 6 removed, 27 unchanged
As of December 31, [removed: 2020,] [added: 2021,] we had variable rate debt outstanding of [removed: $3,933.1] [added: $3,449.4] million at a current weighted average interest rate of approximately [removed: 2.0%,] [added: 1.9%,] substantially all of which was incurred under our Senior Secured Credit Facility, under which an aggregate of [removed: $3,204.4] [added: $2,778.1] million was outstanding under the $1,900.0 million Dollar Term Loan [removed: B, $927.6 million Dollar Term Loan] [added: B] and [removed: $400.0] [added: $927.6] million Dollar Term [removed: Loan Series A,] [added: Loan,] as well as [removed: €596.7] [added: €590.6] million outstanding under the €601.2 million Euro Term Loan Facility.
As of December 31, [removed: 2020,] [added: 2021,] LIBOR was higher than the 0% floor and EURIBOR was lower than the 0% floor.
As of December 31, [removed: 2020,] [added: 2021,] we had no fixed-floating interest rate swaps.
See Note [removed: 18] [added: 19] “Hedging Activities, Derivative Instruments and Credit Risk” to our audited consolidated financial statements included elsewhere in this Form 10-K.
The following table presents the impact of hypothetical changes in market interest rates across the yield curve by 100 basis points, including the effect of our interest rate swaps for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] on our interest expense.
| [removed: | | |] Year Ended December [removed: 31,] [added: 31, 2021] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]
| 100 basis points | | | $ | [removed: 35.1] [added: 30.1] | | | | | $ | [removed: 4.7] [added: 35.1] | |
| (100) basis points(1) [removed: (2)] | | | [removed: (4.7)] [added: (2.5)] | | | | | | [removed: (1.0)] [added: (4.7)] | | |
(1)A decrease in interest rates would not have impacted our interest expense in [added: 2021 or] 2020 on [removed: EURIBOR] [added: EURO] debt which was lower than the 0% base rate floor under the Senior Secured Credit Facility for the entire fiscal year [added: 2021 and] 2020, but would have impacted interest expense in [added: 2021 and] 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, [added: 2021 and] 2020.
In [removed: 2020, the relative strengthening of the U.S. dollar against foreign currencies had an unfavorable impact on our revenues] [added: 2021] and [removed: results of operations while in 2019,] [added: 2020,] the relative weakening of the U.S. dollar against foreign currencies had a favorable impact on our revenues and results of operations.
The table below presents the percentage of revenues and gross profit by functional currency for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]
| [removed: Years] [added: Year] Ended December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenues | | | [removed: 51] [added: 41] | | % | | | | [removed: 24] [added: 27] | | % | | | | [removed: 3] [added: 4] | | % | | | | [removed: 12] [added: 16] | | % | | | | [removed: 10] [added: 12] | | % |
| Gross profit | | | [removed: 47] [added: 42] | | % | | | | [removed: 27] [added: 28] | | % | | | | 3 | | % | | | | [removed: 15] [added: 17] | | % | | | | [removed: 8] [added: 10] | | % |
| Revenues | | | [removed: 44] [added: 41] | | % | | | | [removed: 31] [added: 29] | | % | | | | [removed: 5] [added: 4] | | % | | | | [removed: 6] [added: 15] | | % | | | | [removed: 14] [added: 11] | | % |
| Gross profit | | | [removed: 42] [added: 40] | | % | | | | [removed: 35] [added: 30] | | % | | | | [removed: 6] [added: 4] | | % | | | | [removed: 7] [added: 17] | | % | | | | [removed: 10] [added: 9] | | % |
These currency translation effects and offsetting impacts of our derivatives for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] are summarized in Note [removed: 13] [added: 14] “Accumulated Other Comprehensive 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 [added: forward as necessary upon settlement.]
As of December 31, [removed: 2020,] [added: 2021,] we were party to [removed: ten] [added: five] 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: 2020,] [added: 2021,] 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.
| | | | Year Ended December 31, [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | 2021 | | | | | | 2020 | | |
See Note 19 “Hedging Activities, Derivative Instruments and Credit Risk” to our audited consolidated financial statements included elsewhere in this Form 10-K.
| Revenues | | | $ | 140.2 | | | | | $ | 21.0 | | | | | $ | 79.9 | |
| Gross profit | | | 55.2 | | | | | | 6.0 | | | | | | 35.2 | | |
| | | | 2020 | | | | | | 2019 | | |
(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.
| Years Ended December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
forward as necessary upon settlement.
| Revenues | | | $ | (116.3) | | | | | $ | (16.2) | | | | | $ | (59.4) | |
| Gross profit | | | (43.1) | | | | | | (5.7) | | | | | | (23.9) | | |
Item 1. BUSINESS
31 rewritten, 78 added, 73 removed, 151 unchanged
See Note [removed: 3] [added: 4] “Business Combinations” of Notes to Consolidated Financial Statements for additional information related to the Ingersoll Rand Industrial transaction.
We are a global market leader with a broad range of innovative and mission-critical air, fluid, [removed: energy, specialty vehicle] [added: energy] and medical technologies, providing services and solutions to increase industrial productivity and efficiency.
We have sales in [removed: more than 175 countries] [added: all major geographic markets] and our diverse customer base utilizes our products across a wide array of end-markets, including industrial manufacturing, [removed: energy (with particular exposure to the North American upstream land-based market),] [added: energy,] transportation, medical and laboratory sciences, food and beverage packaging and chemical processing.
[removed: As a result,] our [removed: customers place a high value on our] application expertise, product reliability and the responsiveness of our service.
To support our customers and market presence, we maintain significant global scale with [removed: 65] [added: 61] key manufacturing facilities, approximately [removed: 50] [added: 39] complementary service and repair centers across six continents and approximately [removed: 15,900] [added: 16,000] employees worldwide as of December 31, [removed: 2020.][added: 2021.]
As a result, our aftermarket revenue is significant, representing [removed: 36.1%] [added: 36.2%] of total Company revenue and approximately [removed: 42.8%] [added: 40.7%] of our [removed: combined] Industrial Technologies and Services [removed: and High Pressure Solutions segments’] [added: segment’s] revenue in [removed: 2020.][added: 2021.]
We primarily sell under the Ingersoll Rand, Gardner Denver, [added: Nash,] CompAir, Elmo Rietschle, Robuschi, [removed: Nash and] Emco Wheaton [added: and Runtech Systems] brands.
However, a customer typically services the compressor at regular intervals, starting within the first two years of [removed: purchase and continuing throughout the life of the product.]
On February 14, 2021, the Company entered into an agreement to sell [added: a majority interest in] its High Pressure Solutions (“HPS”) business to private equity firm American Industrial [removed: Partners (“AIP”).][added: Partners.]
[removed: Our] [added: In the medical and life sciences end-market, our] gas [added: and liquid] pumps are used for a wide range of applications, such as aspirators, blood analyzers, [removed: blood pressure monitors,] compression therapy, [removed: dental carts,] dialysis machines, gas [removed: monitors] [added: monitors, ventilators,] and [removed: ventilators.][added: scientific instrumentation within in vitro diagnostics and R&D laboratories.]
Our [removed: 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 [removed: pumps, systems] [added: pumps] and [removed: accessories that] [added: accessories,] are integrated into large-scale, automated liquid handling [removed: systems, are primarily] [added: systems] used [removed: for] [added: within] clinical, pharmaceutical and environmental [removed: analyses.][added: applications.]
Although there are several large manufacturers of compression, vacuum and blower products, the marketplace for these products remains highly fragmented due to the wide variety of product technologies, [removed: applications and selling channels.]
Our primary competitors include [removed: IDEX Corporation,] Dover Corporation, Graco, [removed: SPX Flow, Watson-Marlow, Inc.,] [added: IDEX Corporation,] KNF Neuberger, [removed: Inc. and] [added: Inc., Netzsch, NOV, SPX Flow,] Thermo Fisher Scientific, [added: and Watson-Marlow, Inc.,] as well as other regional and local manufacturers.
Our customer base is diverse, and we did not have any customers that individually provided more than 1% of [removed: 2020] [added: 2021] consolidated revenues.
While in the aggregate our more than [removed: 2,400] [added: 1,700] patents and our tradenames are of considerable importance to the manufacture and marketing of many of our products, we believe that the success of our business depends more on the technical competence, creativity and marketing abilities of our employees than on any individual patent or tradename, and therefore we do not consider any single patent or tradename, group of patents or tradenames, copyright or trade secret to be material to our business as a whole, except for the *Ingersoll Rand* and *Gardner Denver* tradenames.
Pursuant to tradename license agreements, Cooper Industries has exclusive rights to use the *Gardner Denver* tradename for certain power tools and their components, meaning that we are prevented from using [removed: our] [added: this] mark in connection with those products.
We [added: continue to] use single sources of supply for certain castings, motors and other select engineered components.
As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: 15,900] [added: 16,000] employees of which approximately [removed: 5,900] [added: 4,800] are located in the United States.
Of those employees located outside of the United States, a significant portion are represented by works councils and labor unions; of those employees located in the United States, approximately [removed: 200] [added: 250] are represented by labor unions.
In 2020, our voluntary turnover [removed: for hourly employees] was [removed: 7.8%] [added: 7.4%] and [removed: 6.7%] [added: 6.9%] for [removed: our] [added: hourly and] salaried [removed: employees.][added: employees, respectively.]
We [removed: are now introducing] [added: introduced] a new performance management and development process, which places a heavy emphasis on manager engagement and employee ownership.
In response to [removed: COVID-19] [added: COVID-19,] we implemented various measures to protect the health and safety of our employees and customers including work-from-home requirements (where practical), social distancing, contact tracing, enhanced hygiene education and deep-cleaning protocols at all of our facilities as well as travel restrictions, among other measures, complying with applicable governmental regulations and guidance.
[removed: We] [added: It is our goal to foster an environment where employees can] think and act like owners.
Ingersoll Rand’s Diversity, Equity and Inclusion [removed: Commitment] [added: (“DE&I”) commitment] for our [removed: Employees, Partners] [added: employees, partners] and [removed: Communities:][added: communities has been our focus over the past two years with a clear vision, measurable goals and specific levers to set the direction of our efforts:]
- [removed: We will] [added: To] be a DE&I leader within our industry that mirrors the communities and customers we serve.
- [removed: Connecting] [added: To connect] to our value of fostering inspired teams, we cultivate diversity, promote equity and pursue a more inclusive culture that strengthens the sense of belonging for all.
In terms of diverse representation, we have two focus areas: [removed: 1)] [added: (1)] underrepresented populations in the United States and [removed: 2)] [added: (2)] women globally.
Our current employee base consists of [removed: 25%] [added: 16%] underrepresented populations in the U.S. with a 2025 target to increase to 30%.
Ingersoll Rand [removed: recently launched three initial Employee Inclusion Groups] [added: expanded our employee inclusion groups] to build stronger global connections, advocate for positive change and foster an inclusive culture in the organization.
An executive leader sponsors each [removed: group] [added: of the following groups] and provides guidance to establish goals in support of our company strategies, culture and values to their global [removed: members.][added: members:]
Profiles in Diversity Journal recognized [removed: this] [added: our “Lean into Change”] initiative by awarding us a Top 10 Innovations in Diversity Award.
As a result, our customers place a high value on
As a result of the HPS and SVT transactions described in Note 3 “[Discontinued Operations](#i2e7d0098415d4de9b6b534648be7ba23_2134)” to our audited consolidated financial statements included elsewhere in this Form 10-K, the Company now operates with two reportable segments: Industrial Technologies and Services and Precision and Science Technologies.
purchase and continuing throughout the life of the product.
We design, manufacture and market a broad range of highly-specialized positive displacement pumps, fluid management systems, accessories and aftermarket parts that provide liquid and gas dosing, transfer, dispensing, compression, sampling, pressure management and flow control in specialized or critical applications.
Our offerings cover a range of pump and flow control technology types.
This includes diaphragm pumps, piston pumps, water-powered pumps, peristaltic pumps, gear pumps, vane pumps, progressive cavity pumps, syringe pumps, gas boosters, hydrogen compression systems, automated liquid handling systems, odorant injection systems, controls, software and other related components and accessories.
These offerings are sold under brands that are highly recognized in their end markets including Air Dimensions, Albin, ARO, Dosatron, Haskel, LMI, Maximus, Milton Roy, MP, Oberdorfer, Seepex, Thomas, Welch, Williams, Zinnser Analytic and YZ.
Our customer base is composed of a wide range of end users in markets including medical, life sciences, industrial manufacturing, water and waste water, chemical processing, energy, food and beverage, agriculture and others.
Our sales are realized primarily through a combination of independent specialty and national distributors and relationships directly with original equipment manufacturers (“OEM”), Engineering, Procurement and Construction (“EPC”) companies and end users.
*Sale of Majority Interest in HPS Business*
In exchange for its majority interest of 55%, the Company received cash of $278.3 million at closing and retains a 45% common equity interest in the newly-formed entity comprising the HPS business.
This transaction was substantially completed on April 1, 2021.
The historical financial results of the HPS Segment are reflected in our consolidated financial statements as discontinued operations.
Refer to Note 3 “Discontinued Operations” to our consolidated financial statements for additional discussion of the sale of the HPS segment.
*Sale of Special Vehicle Technologies Segment*
On April 9, 2021, the Company entered into an agreement to sell its Specialty Vehicle Technologies segment (“SVT” or “Club Car”) to private equity firm Platinum Equity Advisors, LLC for an aggregate purchase price of $1.68 billion.
This transaction was substantially completed on June 1, 2021.
The historical financial results of the SVT Segment are reflected in our consolidated financial statements as discontinued operations.
Refer to Note 3 “Discontinued Operations” to our consolidated financial statements for additional discussion of the SVT divestiture.
*Recent Acquisitions*
On January 31, 2021, the Company acquired the Vacuum and Blower Systems division of Tuthill Corporation for cash consideration of $184.0 million.
The business operates under the tradenames M-D Pneumatics and Kinney Vacuum Pumps and is a leader in the design and manufacture of positive displacement blowers, mechanical vacuum pumps, vacuum boosters and engineered blower and vacuum systems.
On July 30, 2021, the Company acquired Maximus Solutions for cash consideration of $111.0 million.
The business is a provider of digital controls and Industrial Internet of Things (IIoT) production management systems for the agritech market.
On August 31, 2021, the Company acquired Seepex GmbH (“Seepex”) for cash consideration of $482.1 million, net of cash acquired.
The business is a global leader in progressive cavity pump solutions.
On October 29, 2021, the Company acquired Air Dimensions Inc. for a base purchase price of $70.6 million.
The business is a manufacturer of vacuum diaphragm pumps for environmental applications.
On November 2, 2021, the Company acquired Tuthill Pumps, a division of Tuthill Corporation, for $85.5 million.
The business is a manufacturer of gear and piston pumps that primarily serve the chemical, food and beverage, and wastewater markets.
*Positive Displacement (PD) Pumps*
Positive displacement pumps are essential to highly specialized flow applications across many industries.
We are a market leader in positive displacement, covering the main technology types including diaphragm, vane, piston, progressive cavity, peristaltic and gear.
In the water and environmental end-market, our pumps and related equipment are used for water treatment in municipal and industrial facilities such as in dosing and sludge transfer.
In agriculture, our pumps are used for nutrient and medicine dosing to livestock, plants and medicinals.
In the emerging market of hydrogen powered vehicles, we are a leader in refueling stations that utilize our unique heritage in industrial gas compression pumps.
Finally in the general industrial end-market, our pumps and accessories serve a broad range of niche applications such as in the handling of abrasive or chemically active fluids as well as gases.
*Controls and Software*
Equipment controls and software are of increasing importance in our flow control applications for both the optimization of current systems as well as to enable the anticipated Industrial Internet of Things (“IIOT”) evolution.
In the agriculture market, we sell controllers and software that monitor and control the main functions within livestock and greenhouse facility operations with the benefit of reducing cost and improving yield.
In conjunction with the acquisition of and merger with Ingersoll Rand Industrial in the first quarter of 2020, we reorganized into the following four segments.
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
We design, manufacture, market and service a diverse range of positive displacement pumps, integrated systems and associated aftermarket parts, consumables and services.
The highly-engineered products offered by our High Pressure Solutions segment serve customers in the upstream energy 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 upstream energy 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 activity.
Our 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 pumps.
The products we sell into upstream energy applications are highly aftermarket-intensive, and 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 value of the original equipment.
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.
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.
Gas pumps transfer and compress gases and generate vacuum to enable precise flow conditions.
Our products are also used for water treatment in municipal, industrial and commercial applications; for pressuring and dispensing in the H2 mobility segment of the hydrogen economy; and for precision irrigation.
Customers in the durable medical pump end-market and the automated liquid handling end-market develop and manufacture equipment used in a highly regulated environment requiring highly specialized technologies.
As a result, relationships with customers are built based on a supplier’s long-term reputation, expertise and deep involvement throughout a product’s evolution, from concept to long-term commercialization.
Customers value suppliers who can provide global research and development, regulatory and manufacturing support, as well as a sales footprint and expertise to foster close relationships with key decision-makers at their company.
Combined with the long product life cycle in the regulated medical device space, these factors create a strong, recurring base of business.
As a leading pump manufacturer in these markets, we have established a history of innovation that enables us to work closely with our customers to create highly customized flow control solutions for their unique applications.
These products are mission-critical in the ultimate device in which they are deployed and remain a
key component over the entire lifecycle of the end products.
The regulated market structure and nature of long-tenured customer relationships enable pump manufacturers to have a highly visible, recurring revenue stream from key customers.
The Company designs, manufactures and markets Club Car ® golf, utility and consumer low-speed vehicles.
An excerpt. Shown here: all 31 rewritten, 40 of 78 added and 40 of 73 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2021 filing and the FY2020 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 2 unchanged
For a detailed discussion of certain of these proceedings, lawsuits and administrative actions, see Note [removed: 20,] [added: 21,] “Contingencies” to our audited consolidated financial statements included elsewhere in this [removed: form] [added: Form] 10-K.
Cover and table of contents
32 rewritten, 8 added, 7 removed, 68 unchanged
For the fiscal year ended December 31, [removed: 2020,] [added: 2021,] or
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new [added: or] revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section [removed: 401(b)] [added: 404(b)] of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, [removed: 2020] [added: 2021] was approximately [removed: $10.5] [added: $18.9] billion based on the closing price of such common equity on the New York Stock Exchange on such date.
The registrant had outstanding [removed: 418,764,695] [added: 407,967,909] shares of Common Stock, par value $0.01 per share, as of February [removed: 19, 2021.][added: 18, 2022.]
Portions of the Proxy Statement for the registrant’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference in Part III of this report.
| [Item 1. [removed: Business](#i76c5405e44664792ae21fac79031f313_13)] [added: Business](#i2e7d0098415d4de9b6b534648be7ba23_13)] | | | [removed: [3](#i76c5405e44664792ae21fac79031f313_13)] [added: [3](#i2e7d0098415d4de9b6b534648be7ba23_13)] | | |
| [Item 1A. Risk [removed: Factors](#i76c5405e44664792ae21fac79031f313_16)] [added: Factors](#i2e7d0098415d4de9b6b534648be7ba23_16)] | | | [removed: [12](#i76c5405e44664792ae21fac79031f313_16)] [added: [11](#i2e7d0098415d4de9b6b534648be7ba23_16)] | | |
| [Item 1B. Unresolved Staff [removed: Comments](#i76c5405e44664792ae21fac79031f313_19)] [added: Comments](#i2e7d0098415d4de9b6b534648be7ba23_19)] | | | [removed: [24](#i76c5405e44664792ae21fac79031f313_19)] [added: [21](#i2e7d0098415d4de9b6b534648be7ba23_19)] | | |
| [Item 2. [removed: Properties](#i76c5405e44664792ae21fac79031f313_22)] [added: Properties](#i2e7d0098415d4de9b6b534648be7ba23_22)] | | | [removed: [25](#i76c5405e44664792ae21fac79031f313_22)] [added: [22](#i2e7d0098415d4de9b6b534648be7ba23_22)] | | |
| [Item 3. Legal [removed: Proceedings](#i76c5405e44664792ae21fac79031f313_25)] [added: Proceedings](#i2e7d0098415d4de9b6b534648be7ba23_25)] | | | [removed: [25](#i76c5405e44664792ae21fac79031f313_25)] [added: [22](#i2e7d0098415d4de9b6b534648be7ba23_25)] | | |
| [Item 4. Mine Safety [removed: Disclosures](#i76c5405e44664792ae21fac79031f313_28)] [added: Disclosures](#i2e7d0098415d4de9b6b534648be7ba23_28)] | | | [removed: [26](#i76c5405e44664792ae21fac79031f313_28)] [added: [22](#i2e7d0098415d4de9b6b534648be7ba23_28)] | | |
| [Item 5. Market [removed: for the Registrant’s] [added: for](#i2e7d0098415d4de9b6b534648be7ba23_34) [Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i76c5405e44664792ae21fac79031f313_34)] [added: Securities](#i2e7d0098415d4de9b6b534648be7ba23_34)] | | | [removed: [27](#i76c5405e44664792ae21fac79031f313_34)] [added: [23](#i2e7d0098415d4de9b6b534648be7ba23_34)] | | |
| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i76c5405e44664792ae21fac79031f313_40)] [added: Operations](#i2e7d0098415d4de9b6b534648be7ba23_40)] | | | [removed: [29](#i76c5405e44664792ae21fac79031f313_40)] [added: [23](#i2e7d0098415d4de9b6b534648be7ba23_40)] | | |
| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i76c5405e44664792ae21fac79031f313_91)] [added: Risk](#i2e7d0098415d4de9b6b534648be7ba23_91)] | | | [removed: [49](#i76c5405e44664792ae21fac79031f313_91)] [added: [43](#i2e7d0098415d4de9b6b534648be7ba23_91)] | | |
| [Item 8. Financial Statements and Supplementary [removed: Data](#i76c5405e44664792ae21fac79031f313_94)] [added: Data](#i2e7d0098415d4de9b6b534648be7ba23_94)] | | | [removed: [52](#i76c5405e44664792ae21fac79031f313_94)] [added: [45](#i2e7d0098415d4de9b6b534648be7ba23_94)] | | |
| [Consolidated Statements of Operations - For the years ended December 31, [removed: 2020, 2019 and 2018](#i76c5405e44664792ae21fac79031f313_97)] [added: 202](#i2e7d0098415d4de9b6b534648be7ba23_97)[1](#i2e7d0098415d4de9b6b534648be7ba23_97)[, 20](#i2e7d0098415d4de9b6b534648be7ba23_97)[20](#i2e7d0098415d4de9b6b534648be7ba23_97) [and 201](#i2e7d0098415d4de9b6b534648be7ba23_97)[9](#i2e7d0098415d4de9b6b534648be7ba23_97)] | | | [removed: [52](#i76c5405e44664792ae21fac79031f313_97)] [added: [46](#i2e7d0098415d4de9b6b534648be7ba23_97)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i76c5405e44664792ae21fac79031f313_100) [-] [added: Income -] For the years ended December 31, [removed: 2020, 2019 and 2018](#i76c5405e44664792ae21fac79031f313_100)] [added: 202](#i2e7d0098415d4de9b6b534648be7ba23_100)[1](#i2e7d0098415d4de9b6b534648be7ba23_100)[, 2](#i2e7d0098415d4de9b6b534648be7ba23_100)[020](#i2e7d0098415d4de9b6b534648be7ba23_100) [and 201](#i2e7d0098415d4de9b6b534648be7ba23_100)[9](#i2e7d0098415d4de9b6b534648be7ba23_100)] | | | [removed: [53](#i76c5405e44664792ae21fac79031f313_100)] [added: [47](#i2e7d0098415d4de9b6b534648be7ba23_100)] | | |
| [Consolidated Balance Sheets - As of December 31, [removed: 2020 and 2019](#i76c5405e44664792ae21fac79031f313_103)] [added: 202](#i2e7d0098415d4de9b6b534648be7ba23_103)[1](#i2e7d0098415d4de9b6b534648be7ba23_103) [and 20](#i2e7d0098415d4de9b6b534648be7ba23_103)[20](#i2e7d0098415d4de9b6b534648be7ba23_103)] | | | [removed: [54](#i76c5405e44664792ae21fac79031f313_103)] [added: [48](#i2e7d0098415d4de9b6b534648be7ba23_103)] | | |
| [Consolidated Statements of Stockholders’ Equity - For the years ended December 31, [removed: 2020, 2019 and 2018](#i76c5405e44664792ae21fac79031f313_2447)] [added: 202](#i2e7d0098415d4de9b6b534648be7ba23_106)[1](#i2e7d0098415d4de9b6b534648be7ba23_106)[, 20](#i2e7d0098415d4de9b6b534648be7ba23_106)[20](#i2e7d0098415d4de9b6b534648be7ba23_106) [and 201](#i2e7d0098415d4de9b6b534648be7ba23_106)[9](#i2e7d0098415d4de9b6b534648be7ba23_106)] | | | [removed: [55](#i76c5405e44664792ae21fac79031f313_2447)] [added: [49](#i2e7d0098415d4de9b6b534648be7ba23_106)] | | |
| [Consolidated Statements of Cash Flows - For the years ended December 31, [removed: 2020, 2019 and 2018](#i76c5405e44664792ae21fac79031f313_112)] [added: 202](#i2e7d0098415d4de9b6b534648be7ba23_109)[1](#i2e7d0098415d4de9b6b534648be7ba23_109)[, 20](#i2e7d0098415d4de9b6b534648be7ba23_109)[2](#i2e7d0098415d4de9b6b534648be7ba23_109)[0](#i2e7d0098415d4de9b6b534648be7ba23_109) [and 201](#i2e7d0098415d4de9b6b534648be7ba23_109)[9](#i2e7d0098415d4de9b6b534648be7ba23_109)] | | | [removed: [56](#i76c5405e44664792ae21fac79031f313_112)] [added: [50](#i2e7d0098415d4de9b6b534648be7ba23_109)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i76c5405e44664792ae21fac79031f313_115)] [added: Statements](#i2e7d0098415d4de9b6b534648be7ba23_112)] | | | [removed: [57](#i76c5405e44664792ae21fac79031f313_115)] [added: [52](#i2e7d0098415d4de9b6b534648be7ba23_112)] | | |
| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i76c5405e44664792ae21fac79031f313_220)] [added: Disclosure](#i2e7d0098415d4de9b6b534648be7ba23_199)] | | | [removed: [117](#i76c5405e44664792ae21fac79031f313_220)] [added: [104](#i2e7d0098415d4de9b6b534648be7ba23_199)] | | |
| [Item 9A. Controls and [removed: Procedures](#i76c5405e44664792ae21fac79031f313_223)] [added: Procedures](#i2e7d0098415d4de9b6b534648be7ba23_202)] | | | [removed: [117](#i76c5405e44664792ae21fac79031f313_223)] [added: [104](#i2e7d0098415d4de9b6b534648be7ba23_202)] | | |
| [Item 9B. Other [removed: Information](#i76c5405e44664792ae21fac79031f313_226)] [added: Information](#i2e7d0098415d4de9b6b534648be7ba23_205)] | | | [removed: [118](#i76c5405e44664792ae21fac79031f313_226)] [added: [105](#i2e7d0098415d4de9b6b534648be7ba23_205)] | | |
| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i76c5405e44664792ae21fac79031f313_232)] [added: Governance](#i2e7d0098415d4de9b6b534648be7ba23_211)] | | | [removed: [118](#i76c5405e44664792ae21fac79031f313_232)] [added: [105](#i2e7d0098415d4de9b6b534648be7ba23_211)] | | |
| [Item 11. Executive [removed: Compensation](#i76c5405e44664792ae21fac79031f313_235)] [added: Compensation](#i2e7d0098415d4de9b6b534648be7ba23_214)] | | | [removed: [118](#i76c5405e44664792ae21fac79031f313_235)] [added: [105](#i2e7d0098415d4de9b6b534648be7ba23_214)] | | |
| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i76c5405e44664792ae21fac79031f313_238)] [added: Matters](#i2e7d0098415d4de9b6b534648be7ba23_217)] | | | [removed: [118](#i76c5405e44664792ae21fac79031f313_238)] [added: [105](#i2e7d0098415d4de9b6b534648be7ba23_217)] | | |
| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i76c5405e44664792ae21fac79031f313_241)] [added: Independence](#i2e7d0098415d4de9b6b534648be7ba23_220)] | | | [removed: [119](#i76c5405e44664792ae21fac79031f313_241)] [added: [106](#i2e7d0098415d4de9b6b534648be7ba23_220)] | | |
| [Item 14. Principal Accountant Fees and [removed: Services](#i76c5405e44664792ae21fac79031f313_244)] [added: Services](#i2e7d0098415d4de9b6b534648be7ba23_223)] | | | [removed: [119](#i76c5405e44664792ae21fac79031f313_244)] [added: [106](#i2e7d0098415d4de9b6b534648be7ba23_223)] | | |
| [Item 15. Exhibits and Financial Statement [removed: Schedule](#i76c5405e44664792ae21fac79031f313_250)] [added: Schedule](#i2e7d0098415d4de9b6b534648be7ba23_229)] | | | [removed: [119](#i76c5405e44664792ae21fac79031f313_250)] [added: [106](#i2e7d0098415d4de9b6b534648be7ba23_229)] | | |
| [Item 16. Form 10-K [removed: Summary](#i76c5405e44664792ae21fac79031f313_253)] [added: Summary](#i2e7d0098415d4de9b6b534648be7ba23_232)] | | | [removed: [123](#i76c5405e44664792ae21fac79031f313_253)] [added: [110](#i2e7d0098415d4de9b6b534648be7ba23_232)] | | |
| [PART I](#i2e7d0098415d4de9b6b534648be7ba23_10) | | | | | |
| [PART II](#i2e7d0098415d4de9b6b534648be7ba23_31) | | | | | |
| [Item 6.](#i2e7d0098415d4de9b6b534648be7ba23_37) [\[](#i2e7d0098415d4de9b6b534648be7ba23_37)[R](#i2e7d0098415d4de9b6b534648be7ba23_37)[e](#i2e7d0098415d4de9b6b534648be7ba23_37)[s](#i2e7d0098415d4de9b6b534648be7ba23_37)[erved\]](#i2e7d0098415d4de9b6b534648be7ba23_37) | | | [23](#i2e7d0098415d4de9b6b534648be7ba23_37) | | |
| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i2e7d0098415d4de9b6b534648be7ba23_2658) | | | [105](#i2e7d0098415d4de9b6b534648be7ba23_2658) | | |
| [PART III](#i2e7d0098415d4de9b6b534648be7ba23_208) | | | | | |
| [PART IV](#i2e7d0098415d4de9b6b534648be7ba23_226) | | | | | |
| [SIGNATURES](#i2e7d0098415d4de9b6b534648be7ba23_235) | | | | | |
| [SCHEDULE I](#i2e7d0098415d4de9b6b534648be7ba23_238) | | | | | |
| [PART I](#i76c5405e44664792ae21fac79031f313_10) | | | | | |
| [PART II](#i76c5405e44664792ae21fac79031f313_31) | | | | | |
| [Item 6. Selected Financial Data](#i76c5405e44664792ae21fac79031f313_37) | | | [27](#i76c5405e44664792ae21fac79031f313_37) | | |
| [PART III](#i76c5405e44664792ae21fac79031f313_229) | | | | | |
| [PART IV](#i76c5405e44664792ae21fac79031f313_247) | | | | | |
| [SIGNATURES](#i76c5405e44664792ae21fac79031f313_256) | | | | | |
| [SCHEDULE I](#i76c5405e44664792ae21fac79031f313_259) | | | | | |
Item 2. PROPERTIES
13 rewritten, 10 added, 9 removed, 17 unchanged
| Americas | | | [removed: 16] [added: 18] | | | | | | [removed: 4] [added: 2] | | | | | | [removed: 34] [added: 31] | | | | | | [removed: 54] [added: 51] | | |
| EMEA(1) | | | [removed: 23] [added: 19] | | | | | | [removed: 2] [added: 1] | | | | | | [removed: 20] [added: 16] | | | | | | [removed: 45] [added: 36] | | |
| APAC(2) | | | [removed: 6] [added: 7] | | | | | | — | | | | | | [removed: 7] [added: 5] | | | | | | [removed: 13] [added: 12] | | |
| Industrial Technologies and Services Total | | | [removed: 45] [added: 44] | | | | | | [removed: 6] [added: 3] | | | | | | [removed: 61] [added: 52] | | | | | | [removed: 112] [added: 99] | | |
| Americas | | | 6 | | | | | | [removed: —] [added: 1] | | | | | | — | | | | | | [removed: 6] [added: 7] | | |
| EMEA(1) | | | [removed: 6] [added: 7] | | | | | | — | | | | | | 1 | | | | | | [removed: 7] [added: 8] | | |
| APAC(2) | | | [removed: 3] [added: 4] | | | | | | — | | | | | | — | | | | | | [removed: 3] [added: 4] | | |
| Precision and Science Technologies Total | | | [removed: 15] [added: 17] | | | | | | [removed: —] [added: 1] | | | | | | 1 | | | | | | [removed: 16] [added: 19] | | |
| Americas | | | [removed: 1] [added: 24] | | | | | | 3 | | | | | | [removed: 2] [added: 31] | | | | | | [removed: 6] [added: 58] | | |
| EMEA(1) | | | [removed: —] [added: 26] | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 17] | | | | | | [removed: —] [added: 44] | | |
| APAC(2) | | | [removed: 1] [added: 11] | | | | | | — | | | | | | [removed: —] [added: 5] | | | | | | [removed: 1] [added: 16] | | |
| Company Total | | | [removed: 65] [added: 61] | | | | | | [removed: 11] [added: 4] | | | | | | [removed: 70] [added: 53] | | | | | | [removed: 146] [added: 118] | | |
Of the [removed: 146] [added: 118] significant properties included in the above table, [removed: 90] [added: 68] of the properties are leased and [removed: 56] [added: 50] of the properties are owned.
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| Specialty Vehicle Technologies | | | | | | | | | | | | | | | | | | | | | | | |
| Specialty Vehicle Technologies Total | | | 2 | | | | | | 3 | | | | | | 2 | | | | | | 7 | | |
| High Pressure Solutions | | | | | | | | | | | | | | | | | | | | | | | |
| Americas | | | 3 | | | | | | 2 | | | | | | 6 | | | | | | 11 | | |
| APAC(2) | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| High Pressure Solutions Total | | | 3 | | | | | | 2 | | | | | | 6 | | | | | | 11 | | |
| Americas | | | 26 | | | | | | 9 | | | | | | 42 | | | | | | 77 | | |
| EMEA(1) | | | 29 | | | | | | 2 | | | | | | 21 | | | | | | 52 | | |
| APAC(2) | | | 10 | | | | | | — | | | | | | 7 | | | | | | 17 | | |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
6 rewritten, 5 added, 4 removed, 7 unchanged
Our Common Stock, $0.01 par value per share, trades on the New York Stock Exchange (“NYSE”) under the symbol “IR.” As of January 31, [removed: 2021,] [added: 2022,] there were [removed: 2,708] [added: 2,568] holders of record of our common stock.
We did not declare or pay dividends to the holders of our common stock in the [removed: years] [added: year] ended December 31, [removed: 2020 and 2019.][added: 2020.]
Any future [removed: determination to pay] dividends will be at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions contained in current or future financing instruments and other factors that our board of directors deem relevant.
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: 2020.][added: 2021.]
| [removed: 2020] [added: 2021] Fourth Quarter Months | | | Total Number of Shares Purchased(1) | | | | | | Average Price Paid Per Share(2) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs] [added: Programs(3)] | | | | | | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs] [added: Programs(3)] | | |
(1)All of the shares purchased during the quarter ended December 31, [removed: 2020] [added: 2021] were in connection with net exercises of stock [removed: options.][added: options or the surrender to us of shares of common stock to satisfy tax withholding obligations in connection with the vesting of certain restricted stock units.]
We declared and paid a dividend of $0.02 per share to the holders of our common stock in the year ended December 31, 2021.
| October 1, 2021 - October 31, 2021 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 750,000,000 | |
| November 1, 2021 - November 30, 2021 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 750,000,000 | |
| December 1, 2021 - December 31, 2021 | | | 4,712 | | | | | | $ | 61.85 | | | | | — | | | | | | $ | 750,000,000 | |
(3)On August 24, 2021, our Board of Directors approved a share repurchase program which authorized the repurchase of up to $750.0 million of the Company’s outstanding common stock.
We do not intend to pay cash dividends on our common stock in the foreseeable future.
| October 1, 2020 - October 31, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |
| November 1, 2020 - November 30, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |
| December 1, 2020 - December 31, 2020 | | | 16,315 | | | | | | $ | 45.56 | | | | | — | | | | | | $ | — | |
Item 6. [Reserved]
0 rewritten, 0 added, 59 removed, 0 unchanged
Set forth below is our selected consolidated financial data as of the dates and for the periods indicated.
The selected consolidated financial data as of December 31, 2020 and 2019 and for the fiscal years ended December 31, 2020, 2019 and 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, 2018, 2017 and 2016, and for the fiscal years ended December 31, 2017 and 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.
The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to, “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes to our audited consolidated financial statements included elsewhere in this Form 10-K.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in millions, except per share amounts) | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |
| Consolidated Statements of Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenues | | | $ | 4,910.2 | | | | | $ | 2,451.9 | | | | | $ | 2,689.8 | | | | | $ | 2,375.4 | | | | | $ | 1,939.4 | |
| Cost of sales | | | 3,296.8 | | | | | | 1,540.2 | | | | | | 1,677.3 | | | | | | 1,477.5 | | | | | | 1,222.7 | | |
| Gross profit | | | 1,613.4 | | | | | | 911.7 | | | | | | 1,012.5 | | | | | | 897.9 | | | | | | 716.7 | | |
| Selling and administrative expenses | | | 894.8 | | | | | | 436.4 | | | | | | 434.6 | | | | | | 446.2 | | | | | | 415.1 | | |
| Amortization of intangible assets | | | 395.8 | | | | | | 124.3 | | | | | | 125.8 | | | | | | 118.9 | | | | | | 124.2 | | |
| Impairment of goodwill | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Impairment of other intangible assets | | | 19.9 | | | | | | — | | | | | | — | | | | | | 1.6 | | | | | | 25.3 | | |
| Other operating expense, net | | | 217.2 | | | | | | 75.7 | | | | | | 9.1 | | | | | | 222.1 | | | | | | 48.6 | | |
| Operating income (loss) | | | 85.7 | | | | | | 275.3 | | | | | | 443.0 | | | | | | 109.1 | | | | | | 103.5 | | |
| Interest expense | | | 111.1 | | | | | | 88.9 | | | | | | 99.6 | | | | | | 140.7 | | | | | | 170.3 | | |
| Loss on extinguishment of debt | | | 2.0 | | | | | | 0.2 | | | | | | 1.1 | | | | | | 84.5 | | | | | | — | | |
| Other income, net | | | (8.0) | | | | | | (4.7) | | | | | | (7.2) | | | | | | (3.4) | | | | | | (3.6) | | |
| Income (loss) before income taxes | | | (19.4) | | | | | | 190.9 | | | | | | 349.5 | | | | | | (112.7) | | | | | | (63.2) | | |
| Provision (benefit) for income taxes | | | 13.0 | | | | | | 31.8 | | | | | | 80.1 | | | | | | (131.2) | | | | | | (31.9) | | |
| Net income (loss) | | | (32.4) | | | | | | 159.1 | | | | | | 269.4 | | | | | | 18.5 | | | | | | (31.3) | | |
| Less: Net income (loss) attributable to noncontrolling interest | | | 0.9 | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | 5.3 | | |
| Net income (loss) attributable to Ingersoll Rand Inc. | | | $ | (33.3) | | | | | $ | 159.1 | | | | | $ | 269.4 | | | | | $ | 18.4 | | | | | $ | (36.6) | |
| Earnings (loss) per share, basic | | | $ | (0.09) | | | | | $ | 0.78 | | | | | $ | 1.34 | | | | | $ | 0.1 | | | | | $ | (0.25) | |
| Earnings (loss) per share, diluted | | | $ | (0.09) | | | | | $ | 0.76 | | | | | $ | 1.29 | | | | | $ | 0.1 | | | | | $ | (0.25) | |
| Weighted average shares, basic | | | 382.8 | | | | | | 203.5 | | | | | | 201.6 | | | | | | 182.2 | | | | | | 149.2 | | |
| Weighted average shares, diluted | | | 382.8 | | | | | | 208.9 | | | | | | 209.1 | | | | | | 188.4 | | | | | | 149.2 | | |
| Statement of Cash Flow Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash flows - operating activities | | | $ | 914.3 | | | | | $ | 343.3 | | | | | $ | 444.5 | | | | | $ | 200.5 | | | | | $ | 165.6 | |
| Cash flows - investing activities | | | (37.9) | | | | | | (54.3) | | | | | | (235.0) | | | | | | (60.8) | | | | | | (82.1) | | |
| Cash flows - financing activities | | | 328.7 | | | | | | (11.5) | | | | | | (373.0) | | | | | | (17.4) | | | | | | (43.0) | | |
| Balance Sheet Data (at period end): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | | $ | 1,750.9 | | | | | $ | 505.5 | | | | | $ | 221.2 | | | | | $ | 393.3 | | | | | $ | 255.8 | |
| Total assets | | | 16,058.6 | | | | | | 4,628.4 | | | | | | 4,487.1 | | | | | | 4,621.2 | | | | | | 4,316.0 | | |
| Total liabilities | | | 6,869.1 | | | | | | 2,758.5 | | | | | | 2,811.1 | | | | | | 3,144.4 | | | | | | 4,044.2 | | |
| Total stockholders’ equity | | | 9,189.5 | | | | | | 1,869.9 | | | | | | 1,676.0 | | | | | | 1,476.8 | | | | | | 271.8 | | |
An excerpt. Shown here: all 0 rewritten, all 0 added and 40 of 59 removed. The counts are complete. For every sentence, read Item 6. [Reserved] in the FY2021 filing and the FY2020 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
624 rewritten, 524 added, 465 removed, 976 unchanged
| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Selling and administrative expenses | | | [removed: 894.8] [added: 1,028.0] | | | | | | [removed: 436.4] [added: 789.3] | | | | | | [removed: 434.6] [added: 409.6] | | |
| Impairment of other intangible assets | | | [removed: 19.9] [added: —] | | | | | | [removed: —] [added: 19.9] | | | | | | — | | |
[removed: |] [added: Note 22:] Other [removed: operating expense, net | | | 217.2 | | | | | | 75.7 | | | | | | 9.1 | | |][added: Operating Expense, Net]
| Interest expense | | | [removed: 111.1] [added: 87.7] | | | | | | [removed: 88.9] [added: 111.1] | | | | | | [removed: 99.6] [added: 88.4] | | |
| Loss on extinguishment of debt | | | [removed: 2.0] [added: 9.0] | | | | | | [removed: 0.2] [added: 2.0] | | | | | | [removed: 1.1] [added: 0.2] | | |
| Other income, net | | | [removed: (8.0)] [added: (44.0)] | | | | | | [removed: (4.7)] [added: (8.1)] | | | | | | [removed: (7.2)] [added: (4.7)] | | |
| Income (Loss) Before Income Taxes | | | [removed: (19.4)] [added: 513.0] | | | | | | [removed: 190.9] [added: (45.4)] | | | | | | [removed: 349.5] [added: 110.2] | | |
| Net Income (Loss) | | | [removed: (32.4)] [added: 565.0] | | | | | | [removed: 159.1] [added: (32.4)] | | | | | | [removed: 269.4] [added: 159.1] | | |
| Less: Net income attributable to noncontrolling interests | | | [removed: 0.9] [added: 2.5] | | | | | | [removed: —] [added: 0.9] | | | | | | — | | |
| Net Income (Loss) Attributable to Ingersoll Rand Inc. | | | $ | [removed: (33.3)] [added: 562.5] | | | | | $ | [removed: 159.1] [added: (33.3)] | | | | | $ | [removed: 269.4] [added: 159.1] | |
| Net income (loss) attributable to Ingersoll Rand Inc. | | | $ | [removed: (33.3)] [added: 562.5] | | | | | $ | [removed: 159.1] [added: (33.3)] | | | | | $ | [removed: 269.4] [added: 159.1] | |
| Foreign currency translation adjustments, net | | | [removed: 268.2] [added: (103.0)] | | | | | | [removed: (1.5)] [added: 268.2] | | | | | | [removed: (61.0)] [added: (1.5)] | | |
| Unrecognized gains on cash flow hedges, net | | | [removed: 10.9] [added: —] | | | | | | [removed: 7.2] [added: 10.9] | | | | | | [removed: 18.1] [added: 7.2] | | |
| Pension and other postretirement prior service cost and gain [removed: or loss,] [added: (loss),] net | | | [removed: (8.9)] [added: 48.7] | | | | | | [removed: (6.5)] [added: (8.9)] | | | | | | [removed: (4.6)] [added: (6.5)] | | |
| Other comprehensive income (loss), net of tax | | | [removed: 270.2] [added: (54.3)] | | | | | | [removed: (0.8)] [added: 270.2] | | | | | | [removed: (47.5)] [added: (0.8)] | | |
| Comprehensive income attributable to Ingersoll Rand Inc. | | | $ | [removed: 236.9] [added: 508.2] | | | | | $ | [removed: 158.3] [added: 236.9] | | | | | $ | [removed: 221.9] [added: 158.3] | |
| Comprehensive [removed: Loss] [added: Income (Loss)] Attributable to Noncontrolling Interests | | | | | | | | | | | | | | | | | |
| Net income attributable to noncontrolling interests | | | $ | [removed: 0.9] [added: 2.5] | | | | | $ | [removed: —] [added: 0.9] | | | | | $ | — | |
| Foreign currency translation adjustments, net | | | [removed: (1.4)] [added: (2.3)] | | | | | | [removed: —] [added: (1.4)] | | | | | | — | | |
| Total other comprehensive loss, net of tax | | | [removed: (1.4)] [added: (2.3)] | | | | | | [removed: —] [added: (1.4)] | | | | | | — | | |
| Comprehensive [removed: loss] [added: income (loss)] attributable to noncontrolling interests | | | $ | [removed: (0.5)] [added: 0.2] | | | | | $ | [removed: —] [added: (0.5)] | | | | | $ | — | |
| Total Comprehensive Income | | | $ | [removed: 236.4] [added: 508.4] | | | | | $ | [removed: 158.3] [added: 236.4] | | | | | $ | [removed: 221.9] [added: 158.3] | |
| | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | |
| Cash and cash equivalents | | | $ | [removed: 1,750.9] [added: 2,109.6] | | | | | $ | [removed: 505.5] [added: 1,750.9] | |
| Accounts receivable, net of allowance for credit losses of [removed: $67.6] [added: $42.3] and [removed: $18.4,] [added: $50.9,] respectively | | | [removed: 966.6] [added: 948.6] | | | | | | [removed: 459.1] [added: 861.8] | | |
| Other current assets | | | [removed: 201.0] | | | | | | [removed: 76.8] | | | [added: | | | 87.2 | | |]
| Total current assets | | | [removed: 3,862.1] [added: 4,114.9] | | | | | | [removed: 1,543.9] [added: 3,862.1] | | |
| Property, plant and equipment, net of accumulated depreciation of [removed: $373.3] [added: $357.7] and [removed: $298.4,] [added: $291.1,] respectively | | | [removed: 797.3] [added: 648.6] | | | | | | [removed: 326.6] [added: 609.0] | | |
| Other intangible assets, net | | | [removed: 4,732.6] [added: —] | | | | | | [removed: 1,255.0] [added: 935.4] | | |
| Deferred tax assets | | | [removed: 16.1] [added: —] | | | | | | [removed: 3.0] [added: 0.5] | | |
| Other assets | | | [removed: 346.9] [added: —] | | | | | | [removed: 212.2] [added: 17.6] | | |
| Total assets | | | $ | [removed: 16,058.6] [added: 15,154.5] | | | | | $ | [removed: 4,628.4] [added: 16,058.6] | |
| Short-term borrowings and current maturities of long-term debt | | | $ | [removed: 40.4] [added: 38.8] | | | | | $ | [removed: 7.6] [added: 40.4] | |
[removed: |] [added: Note 10:] Accrued [removed: liabilities | | | 787.1 | | | | | | 244.1 | | |][added: Liabilities]
| Total current liabilities | | | [removed: 1,498.6] [added: 1,467.7] | | | | | | [removed: 574.6] [added: 1,498.6] | | |
| Long-term debt, less current maturities | | | [removed: 3,859.1] [added: 3,401.8] | | | | | | [removed: 1,603.8] [added: 3,859.1] | | |
| Pensions and other postretirement benefits | | | [removed: 275.0] [added: —] | | | | | | [removed: 99.7] [added: 2.5] | | |
| Deferred income taxes | | | [removed: 875.7] [added: —] | | | | | | [removed: 251.0] [added: 173.3] | | |
| Other liabilities | | | [removed: 360.7] [added: —] | | | | | | [removed: 229.4] [added: 17.0] | | |
| [Consolidated Statements of Operations](#i2e7d0098415d4de9b6b534648be7ba23_97) | | | [46](#i2e7d0098415d4de9b6b534648be7ba23_97) | | |
| [Consolidated Statements of Comprehensive Income](#i2e7d0098415d4de9b6b534648be7ba23_100) | | | [47](#i2e7d0098415d4de9b6b534648be7ba23_100) | | |
| [Consolidated Balance Sheets](#i2e7d0098415d4de9b6b534648be7ba23_103) | | | [48](#i2e7d0098415d4de9b6b534648be7ba23_103) | | |
| [Consolidated Statements of Stockholders’ Equity](#i2e7d0098415d4de9b6b534648be7ba23_106) | | | [49](#i2e7d0098415d4de9b6b534648be7ba23_106) | | |
| [Consolidated Statements of Cash Flows](#i2e7d0098415d4de9b6b534648be7ba23_109) | | | [50](#i2e7d0098415d4de9b6b534648be7ba23_109) | | |
| [Note 1: Summary of Significant Accounting Policies](#i2e7d0098415d4de9b6b534648be7ba23_115) | | | [52](#i2e7d0098415d4de9b6b534648be7ba23_115) | | |
| [Note 2: New Accounting Standards](#i2e7d0098415d4de9b6b534648be7ba23_118) | | | [57](#i2e7d0098415d4de9b6b534648be7ba23_118) | | |
| [Note 3: Discontinued Operations](#i2e7d0098415d4de9b6b534648be7ba23_2134) | | | [58](#i2e7d0098415d4de9b6b534648be7ba23_2134) | | |
| [Note 4: Business Combinations](#i2e7d0098415d4de9b6b534648be7ba23_121) | | | [59](#i2e7d0098415d4de9b6b534648be7ba23_121) | | |
| [Note 5: Restructuring](#i2e7d0098415d4de9b6b534648be7ba23_124) | | | [65](#i2e7d0098415d4de9b6b534648be7ba23_124) | | |
| [Note 6: Allowance for Doubtful Accounts](#i2e7d0098415d4de9b6b534648be7ba23_127) | | | [66](#i2e7d0098415d4de9b6b534648be7ba23_127) | | |
| [Note 7: Inventories](#i2e7d0098415d4de9b6b534648be7ba23_130) | | | [66](#i2e7d0098415d4de9b6b534648be7ba23_130) | | |
| [Note 8: Property, Plant and Equipment](#i2e7d0098415d4de9b6b534648be7ba23_133) | | | [66](#i2e7d0098415d4de9b6b534648be7ba23_133) | | |
| [Note 11: Debt](#i2e7d0098415d4de9b6b534648be7ba23_142) | | | [69](#i2e7d0098415d4de9b6b534648be7ba23_142) | | |
| [Note 12: Benefit Plans](#i2e7d0098415d4de9b6b534648be7ba23_145) | | | [73](#i2e7d0098415d4de9b6b534648be7ba23_145) | | |
| [Note 13: Stockholders’ Equity and Noncontrolling Interests](#i2e7d0098415d4de9b6b534648be7ba23_148) | | | [79](#i2e7d0098415d4de9b6b534648be7ba23_148) | | |
| [Note 14: Accumulated Other Comprehensive Income (Loss)](#i2e7d0098415d4de9b6b534648be7ba23_151) | | | [80](#i2e7d0098415d4de9b6b534648be7ba23_151) | | |
| [Note 15: Revenue from Contracts with Customers](#i2e7d0098415d4de9b6b534648be7ba23_154) | | | [81](#i2e7d0098415d4de9b6b534648be7ba23_154) | | |
| [Note 16: Income Taxes](#i2e7d0098415d4de9b6b534648be7ba23_160) | | | [84](#i2e7d0098415d4de9b6b534648be7ba23_160) | | |
| [Note 18: Stock-Based Compensation Plans](#i2e7d0098415d4de9b6b534648be7ba23_169) | | | [88](#i2e7d0098415d4de9b6b534648be7ba23_169) | | |
| [Note 19: Hedging Activities, Derivative Instruments and Credit Risk](#i2e7d0098415d4de9b6b534648be7ba23_172) | | | [92](#i2e7d0098415d4de9b6b534648be7ba23_172) | | |
| [Note 20: Fair Value Measurements](#i2e7d0098415d4de9b6b534648be7ba23_175) | | | [94](#i2e7d0098415d4de9b6b534648be7ba23_175) | | |
| [Note 21: Contingencies](#i2e7d0098415d4de9b6b534648be7ba23_178) | | | [95](#i2e7d0098415d4de9b6b534648be7ba23_178) | | |
| [Note 23: Segment Reporting](#i2e7d0098415d4de9b6b534648be7ba23_184) | | | [97](#i2e7d0098415d4de9b6b534648be7ba23_184) | | |
| [Note 24: Related Party](#i2e7d0098415d4de9b6b534648be7ba23_187) | | | [99](#i2e7d0098415d4de9b6b534648be7ba23_187) | | |
| [Note 25: Earnings Per Share](#i2e7d0098415d4de9b6b534648be7ba23_190) | | | [100](#i2e7d0098415d4de9b6b534648be7ba23_190) | | |
| [Report Of Independent Registered Public Accounting Firm](#i2e7d0098415d4de9b6b534648be7ba23_196) (PCAOB ID 34) | | | [101](#i2e7d0098415d4de9b6b534648be7ba23_196) | | |
| Revenues | | | $ | 5,152.4 | | | | | $ | 3,973.2 | | | | | $ | 2,017.5 | |
| Cost of sales | | | 3,163.9 | | | | | | 2,568.3 | | | | | | 1,239.2 | | |
| Gross Profit | | | 1,988.5 | | | | | | 1,404.9 | | | | | | 778.3 | | |
| Amortization of intangible assets | | | 332.9 | | | | | | 335.1 | | | | | | 105.3 | | |
| Other operating expense, net | | | 61.9 | | | | | | 201.0 | | | | | | 69.3 | | |
| Operating Income | | | 565.7 | | | | | | 59.6 | | | | | | 194.1 | | |
| Provision (benefit) for income taxes | | | (21.8) | | | | | | 11.4 | | | | | | 12.9 | | |
| Loss on equity method investments | | | (11.4) | | | | | | — | | | | | | — | | |
| Income (Loss) from Continuing Operations | | | 523.4 | | | | | | (56.8) | | | | | | 97.3 | | |
| Income from discontinued operations, net of tax | | | 41.6 | | | | | | 24.4 | | | | | | 61.8 | | |
| Amounts attributable to Ingersoll Rand Inc. common stockholders: | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations, net of tax | | | $ | 520.9 | | | | | $ | (57.7) | | | | | $ | 97.3 | |
| Income from discontinued operations, net of tax | | | 41.6 | | | | | | 24.4 | | | | | | 61.8 | | |
| | | | For the Years Ended December 31, | | | | | | | | | | | | | | |
| Revenues | | | $ | 4,910.2 | | | | | $ | 2,451.9 | | | | | $ | 2,689.8 | |
| Cost of sales | | | 3,296.8 | | | | | | 1,540.2 | | | | | | 1,677.3 | | |
| Gross Profit | | | 1,613.4 | | | | | | 911.7 | | | | | | 1,012.5 | | |
| Amortization of intangible assets | | | 395.8 | | | | | | 124.3 | | | | | | 125.8 | | |
| Operating Income | | | 85.7 | | | | | | 275.3 | | | | | | 443.0 | | |
| Provision for income taxes | | | 13.0 | | | | | | 31.8 | | | | | | 80.1 | | |
| Basic income (loss) per share | | | $ | (0.09) | | | | | $ | 0.78 | | | | | $ | 1.34 | |
| Diluted income (loss) per share | | | $ | (0.09) | | | | | $ | 0.76 | | | | | $ | 1.29 | |
| Inventories | | | 943.6 | | | | | | 502.5 | | |
| Goodwill | | | 6,303.6 | | | | | | 1,287.7 | | |
| Accounts payable | | | 671.1 | | | | | | 322.9 | | |
| Balance at December 31, 2017 | | | 198.4 | | | | | | $ | 2.0 | | | | | $ | 2,275.4 | | | | | $ | (577.8) | | | | | $ | (199.8) | | | | | $ | (23.0) | | | | | $ | 1,476.8 | | | | | $ | — | | | | | $ | 1,476.8 | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 269.4 | | | | | | — | | | | | | — | | | | | | 269.4 | | | | | | — | | | | | | 269.4 | | |
| Adoption of new accounting standard (ASU 2017-12) | | | — | | | | | | — | | | | | | — | | | | | | (0.3) | | | | | | 0.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Depreciation | | | 105.1 | | | | | | 53.8 | | | | | | 54.6 | | |
| Receivables | | | 100.3 | | | | | | 54.7 | | | | | | 13.2 | | |
| Inventories | | | 170.8 | | | | | | 18.7 | | | | | | (13.0) | | |
| Accounts payable | | | (13.3) | | | | | | (9.2) | | | | | | 69.6 | | |
| Accrued liabilities | | | 137.2 | | | | | | (26.1) | | | | | | (38.9) | | |
| Capital expenditures | | | (48.7) | | | | | | (43.2) | | | | | | (52.2) | | |
| Payments of contingent consideration | | | (1.1) | | | | | | (2.3) | | | | | | (1.4) | | |
| Payments of costs incurred to issue shares for Ingersoll Rand Industrial acquisition | | | (1.0) | | | | | | — | | | | | | — | | |
| Debt issuance costs in accounts payable | | | — | | | | | | 0.3 | | | | | | — | | |
| Debt issuance costs in accrued liabilities | | | — | | | | | | 5.6 | | | | | | — | | |
The results of operations for the year ended December 31, 2020 are not necessarily indicative of future results.
The COVID-19 pandemic continues to have a significant adverse impact on many areas of the global economy.
The Company’s operating results will be subject to fluctuations based on general economic conditions, and the extent to which COVID-19 may ultimately impact its business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate extent of the spread of the disease and the duration of the outbreak and business closures or business disruptions for the Company, suppliers and customers.
On January 1, 2018, the Company adopted the Financial Accounting Standards Board (“FASB”) ASU 2014-09, *Revenue from Contracts with Customers (Topic 606)* (“ASC 606”)*.* The Company adopted the guidance using a modified retrospective
approach.
Results for the years ended December 31, 2020, 2019 and 2018 were recorded under ASC 606 in the Consolidated Statements of Operations.
See Note 14 “Revenue from Contracts with Customers” for more discussion of the adoption of ASC 606 and the related significant accounting policies.
On January 1, 2019, the Company adopted FASB ASU 2016-02, *Leases (Topic 842)* (“ASC 842”) utilizing the optional transition method.
The guidance required the Company to recognize right-of-use lease assets and lease liabilities on the balance sheet for those leases classified as operating leases.
The Consolidated Balance Sheets as of December 31, 2020 and 2019 reflect the adoption of ASC 842.
See Note 16 “Leases” for further discussion of the Company’s operating and financing leases.
If the comparison indicates that there is impairment, the
therefore, could have a material impact on the Company’s tax provision, net income, and cash flows.
On December 22, 2017, the Tax Act was enacted into law and the new legislation contains several key tax provisions that affected the Company, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others.
The Company was required to recognize the effect of the Tax Act in the period of enactment.
An excerpt. Shown here: 40 of 624 rewritten, 40 of 524 added and 40 of 465 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2021 filing and the FY2020 filing.
Item 9A. CONTROLS AND PROCEDURES
7 rewritten, 3 added, 3 removed, 16 unchanged
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of December 31, [removed: 2020.][added: 2021.]
Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from [removed: management's] [added: management’s] report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the [removed: Company's] [added: Company’s] internal control over financial reporting related to [removed: Ingersoll Rand Industrial.][added: several businesses acquired during the year ended December 31, 2021 as disclosed in Note 4 to the consolidated financial statements.]
[removed: Ingersoll Rand Industrial] [added: These businesses] represented [removed: 16%] [added: 1%] of the [removed: Company's] [added: Company’s] consolidated total assets (excluding goodwill and intangibles which were included in [removed: management's] [added: management’s] assessment of internal control over financial reporting as of December 31, [removed: 2020)] [added: 2021)] and [removed: 60%] [added: 3%] of the consolidated total revenues as of and for the year ended December 31, [removed: 2020.][added: 2021.]
Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, [removed: 2020.][added: 2021.]
Based on that evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]
Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Form 10-K, and, as part of their audit, has issued its attestation report, included herein, on the effectiveness of [removed: our internal control over financial reporting.]
[removed: Except as described below, there] [added: There] have been no changes in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to several businesses acquired during the year ended December 31, 2021 as disclosed in Note 4 to the consolidated financial statements.
These businesses represented 1% of the Company’s consolidated total assets (excluding goodwill and intangibles which were included in management’s assessment of internal control over financial reporting as of December 31, 2021) and 3% of the consolidated total revenues as of and for the year ended December 31, 2021.
our internal control over financial reporting.
The Company acquired Ingersoll Rand Industrial on February 29, 2020.
As mentioned above, on February 29, 2020, we completed the acquisition of Ingersoll Rand Industrial.
As part of our ongoing integration of Ingersoll Rand Industrial, we continue to incorporate our controls and procedures into the Ingersoll Rand Industrial subsidiaries and to expand our company-wide controls to reflect the risks inherent in an acquisition of this size and complexity.
Item 9B. OTHER INFORMATION
0 rewritten, 0 added, 1 removed, 1 unchanged
PART III.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 2 added, 0 removed, 0 unchanged
New section this year
Not applicable.
PART III.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item will be included in our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders and is incorporated herein by reference.
We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2020.][added: 2021.]
Item 11. EXECUTIVE COMPENSATION
2 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item will be included in our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders and is incorporated herein by reference.
We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2020.][added: 2021.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
7 rewritten, 2 added, 1 removed, 7 unchanged
Except as set forth below, the information required by this Item will be included in our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders and is incorporated herein by reference.
We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2020.][added: 2021.]
The following table provides information as of December 31, [removed: 2020] [added: 2021] about our common stock that may be issued upon the exercise of options, warrants and rights granted to employees, consultants or directors under all of the existing equity compensation plans including our 2013 Stock Incentive Plan and 2017 Omnibus Incentive Plan.
All equity compensation plans are described more fully in Note [removed: 17] [added: 18] “Stock-Based Compensation Plans” to our audited consolidated financial statements included elsewhere in this Form 10-K.
(1)Total includes [removed: 3,843,146] [added: 2,909,263] stock options under the Company’s 2013 Stock Incentive Plan and [removed: 3,822,394] [added: 3,764,964] stock options and [removed: 6,056,874] [added: 3,462,370] restricted stock units under the Company’s 2017 Omnibus Incentive Plan.
(3)These shares are available for grant as of December 31, [removed: 2020] [added: 2021] under the Company’s 2017 Omnibus Incentive Plan.
[removed: This includes 8,550,000 shares initially authorized for issuance] under the Company’s [removed: 2017 Omnibus Incentive Plan and shares subject to awards under the Company’s] 2013 Stock Incentive Plan that expired or were otherwise forfeited or terminated in accordance with their terms without the delivery of shares of the Company’s common stock in settlement thereof.
| Equity compensation plans approved by securityholders | | | 10,136,597 | | | | | | $ | 21.76 | | | | | 10,717,115 | | |
This includes 8,550,000 shares initially authorized for issuance under the Company’s 2017 Omnibus Incentive Plan and shares subject to awards
| Equity compensation plans approved by securityholders | | | 13,722,414 | | | | | | $ | 18.57 | | | | | 11,218,665 | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
2 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item will be included in our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders and is incorporated herein by reference.
We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2020.][added: 2021.]
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this Item will be included in our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders and is incorporated herein by reference.
We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2020.][added: 2021.]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
74 rewritten, 8 added, 1 removed, 31 unchanged
| | | | Consolidated Statements of Operations - For the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [52](#i76c5405e44664792ae21fac79031f313_97)] [added: [46](#i2e7d0098415d4de9b6b534648be7ba23_97)] | | |
| | | | Consolidated Statements of Comprehensive Income - For the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [53](#i76c5405e44664792ae21fac79031f313_100)] [added: [47](#i2e7d0098415d4de9b6b534648be7ba23_100)] | | |
| | | | Consolidated Balance Sheets - As of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: [54](#i76c5405e44664792ae21fac79031f313_103)] [added: [48](#i2e7d0098415d4de9b6b534648be7ba23_103)] | | |
| | | | Consolidated Statements of Stockholders’ Equity - For the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [55](#i76c5405e44664792ae21fac79031f313_2447)] [added: [49](#i2e7d0098415d4de9b6b534648be7ba23_106)] | | |
| | | | Consolidated Statements of Cash Flows - For the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [56](#i76c5405e44664792ae21fac79031f313_112)] [added: [50](#i2e7d0098415d4de9b6b534648be7ba23_109)] | | |
| | | | Notes to Consolidated Financial Statements | | | [removed: [57](#i76c5405e44664792ae21fac79031f313_115)] [added: [52](#i2e7d0098415d4de9b6b534648be7ba23_112)] | | |
| | | | Report of Independent Registered Public Accounting Firm | | | [removed: [112](#i76c5405e44664792ae21fac79031f313_217)] [added: [101](#i2e7d0098415d4de9b6b534648be7ba23_196)] | | |
| | | | Schedule I - Condensed Financial Statements Ingersoll Rand Inc. (Parent Company Only) | | | [removed: [125](#i76c5405e44664792ae21fac79031f313_259)] [added: [112](#i2e7d0098415d4de9b6b534648be7ba23_238)] | | |
| [2.1](http://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_8k.htm) | | | | | | Agreement and Plan of Merger, dated as of April 30, 2019, by and among Ingersoll-Rand plc, Ingersoll-Rand U.S. Holdco, Inc., Gardner Denver Holdings, Inc. and Charm Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, [removed: 2019 (File No. 001-34400))] [added: 2019)] | | |
| [2.2](http://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_ex0202.htm) | | | | | | Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. HoldCo, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, [removed: 2019 (File No. 001-34400))] [added: 2019)] | | |
| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917001043/s001556x15_ex3-1.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1699150/000156761917001043/s001556x15_ex4-1.htm)] | | | | | | [removed: Second Amended and Restated Certificate of Incorporation] [added: Stockholders Agreement, dated as] of [added: May 17, 2018, between] Gardner Denver Holdings, Inc. [added: and KKR Renaissance Aggregator L.P.] (incorporated by reference to Exhibit [removed: 3.1] [added: 4.1] to the Registrant’s Current Report on Form 8-K filed on May 17, [removed: 2017 (File no. 001-38095))] [added: 2017)] | | |
| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004462/ex4_2.htm)] [added: [10.31†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004462/ex4_4.htm)] | | | | | | [removed: Certificate of Amendment to the Second] [added: Ingersoll Rand Inc.] Amended and Restated [removed: Certificate of Incorporation of Gardner Denver Holdings, Inc.] [added: 2017 Omnibus Incentive Plan] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.4] to the [added: Registrant’s] Registration Statement on Form S-8 filed [removed: by the registrant] on March 2, [removed: 2020 (File no. 333-236801))] [added: 2020)] | | |
| [removed: [3.3](http://www.sec.gov/Archives/edgar/data/1699150/000156761917001043/s001556x15_ex3-2.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917001043/s001556x15_ex4-2.htm)] | | | | | | Amended and Restated [removed: Bylaws] [added: Registration Rights Agreement, dated as] of [added: May 17, 2017, by and among KKR Renaissance Aggregator L.P.; KKR Renaissance Aggregator GP LLC;] Gardner Denver Holdings, Inc. [added: and each of the other parties thereto] (incorporated by reference to Exhibit [removed: 3.2] [added: 4.2] to the Registrant’s Current Report on Form 8-K filed on May 17, [removed: 2017 (File no. 001-38095))] [added: 2017)] | | |
| [4.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000885/s001556x10_ex4-1.htm) | | | | | | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 filed on May 3, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917001043/s001556x15_ex4-2.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036119008488/nc10001577x1_ex10-2.htm)[7](http://www.sec.gov/Archives/edgar/data/1699150/000114036119008488/nc10001577x1_ex10-2.htm)] | | | | | | [removed: Amended and Restated Registration Rights] [added: Amendment No. 1 to the Stockholders] Agreement, dated as of [removed: May 17, 2017, by and among KKR Renaissance Aggregator L.P.; KKR Renaissance Aggregator GP LLC;] [added: April 30, 2019, between] Gardner Denver Holdings, Inc. and [removed: each of the other parties thereto] [added: KKR Renaissance Aggregator L.P.] (incorporated by reference to Exhibit [removed: 4.2] [added: 10.2] to the Registrant’s Current Report on Form 8-K filed on May [removed: 17, 2017 (File no. 001-38095))] [added: 6, 2019)] | | |
| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1699150/000162828021003454/ir2020ex43xdescriptionofin.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex43xdescriptionofin.htm)] | | | | | | Description of Ingersoll Rand Inc.’s Securities | | |
| [10.1†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-1.htm) | | | | | | 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [10.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-2.htm) | | | | | | Senior Secured Credit Agreement, dated as of July 30, 2013, among Renaissance Acquisition Corp., the foreign borrowers described therein, Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.), UBS AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-3.htm) | | | | | | Amendment No. 1, dated as of March 4, 2016, to the Senior Secured Credit Agreement, among Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.), Gardner Denver, Inc., GD German Holdings II GmbH (as successor in interest to Gardner Denver Holdings GmbH & Co. KG), GD First (UK) Limited, UBS AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [10.4](http://www.sec.gov/Archives/edgar/data/1699150/000156761917001734/s001836x1_ex10-1.htm) | | | | | | Amendment No. 2, dated as of August 17, 2017, to the Senior Secured Credit Agreement, among Gardner Denver Holdings, Inc., Gardner Denver, Inc., GD German Holdings II GmbH, GD First (UK) Limited, UBS AG, Stamford Branch, as administrative agent, and the other parties and lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 18, [removed: 2017 (File no. 001-38095))] [added: 2017)] | | |
| [10.5](http://www.sec.gov/Archives/edgar/data/1699150/000114036118045211/ex10_1.htm) | | | | | | Amendment No. 3, dated as of December 13, 2018, to the Senior Secured Credit Agreement dated as of July 30, 2013, among Gardner Denver Holdings, Inc., Gardner Denver, Inc., GD German Holdings II GmbH, GD First (UK) Limited, UBS AG, Stamford Branch, as administrative agent, and the other parties and lenders part thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 14, [removed: 2018 (File no. 001-38095)] [added: 2018)] | | |
| [10.6](http://www.sec.gov/Archives/edgar/data/1699150/000114036119012227/nc10003013x2_ex10-1.htm) | | | | | | Amendment No. 4 to the Credit Agreement, dated as of June 28, 2019, among Gardner Denver Holdings, Inc., GD German Holdings II GmbH, Gardner Denver Holdings Ltd., UBS AS, Stamford Branch as the Resigning Agent, Citibank, N.A. as the Successor Agent and the lenders and other entities party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 2, [removed: 2019 (File No. 001-38095))] [added: 2019)] | | |
| [10.7](http://www.sec.gov/Archives/edgar/data/1699150/000114036120011736/ex10_10.htm) | | | | | | Amendment No. 5 to Credit Agreement and Joinder Agreement dated as of February 28, 2020, by and among Gardner Denver Holdings, Inc., Gardner Denver, Inc., GD German Holdings II GmbH, Gardner Denver Holdings, Ltd., Citibank, N.A. as administrative agent, and the other parties and lenders party thereto (incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, [removed: 2020 (File No. 001-38095))] [added: 2020)] | | |
| [10.8](http://www.sec.gov/Archives/edgar/data/1699150/000114036120015279/nt10012771x2_ex10-1.htm) | | | | | | Joinder Agreement and Amendment No. 6 to Credit Agreement, dated as of June 29, 2020, among Ingersoll Rand Inc., Gardner Denver, Inc., Ingersoll-Rand Services Company, GD German Holdings II GmbH, Gardner Denver Holdings Ltd., Citibank, N.A., and the lenders and other parties party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 1, [removed: 2020 (File No. 001-38095))] [added: 2020)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-4.htm)[9](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-4.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-4.htm)[1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-4.htm)[0](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-4.htm)] | | | | | | Pledge Agreement, dated as of July 30, 2013, among Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.), Renaissance Acquisition Corp., the subsidiary pledgors identified therein and UBS AG, Stamford Branch, as collateral agent (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-5.htm)[10](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-5.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-5.htm)[1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-5.htm)] | | | | | | Security Agreement, dated as of July 30, 2013, among Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.), Renaissance Acquisition Corp., the subsidiary grantors identified therein and UBS AG, Stamford Branch, as collateral agent (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-6.htm)[11](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-6.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-6.htm)[2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-6.htm)] | | | | | | Guarantee Agreement, dated as of July 30, 2013, among Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.), the subsidiary guarantors identified therein and UBS AG, Stamford Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000114036120011736/ex10_11.htm)[12](http://www.sec.gov/Archives/edgar/data/1699150/000114036120011736/ex10_11.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1699150/000114036120011736/ex10_9.htm)[9](http://www.sec.gov/Archives/edgar/data/1699150/000114036120011736/ex10_9.htm)] | | | | | | [removed: Amendment No. 3] [added: Side Letter] to [removed: Receivables Financing Agreement] [added: the Employee Matters Agreement,] dated [removed: as of] February [removed: 27,] [added: 29,] 2020, by and among [removed: Gardner Denver, Inc., as initial servicer,] [added: Ingersoll-Rand plc, Ingersoll-Rand U.S. Holdco, Inc. and] Gardner Denver [removed: Finance II LLC, as borrower, and PNC Bank, National Association, as lender, LC participant, LC bank, and administrative agent] [added: Holdings, Inc.] (incorporated by reference to Exhibit [removed: 10.11] [added: 10.9] to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, [removed: 2020 (File No. 001-38095))] [added: 2020)] | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-10.htm)[3](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-10.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-10.htm)] | | | | | | Indemnification Agreement, dated as of July 30, 2013, by and among KKR Renaissance Aggregator L.P.; KKR Renaissance Aggregator GP LLC; Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.); Gardner Denver, Inc. and Kohlberg Kravis Roberts & Co. L.P. (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917001043/s001556x15_ex4-1.htm)[4](http://www.sec.gov/Archives/edgar/data/1699150/000156761917001043/s001556x15_ex4-1.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_1.htm)[3](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_1.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_1.htm)] | | | | | | [removed: Stockholders Agreement, dated as] [added: Form] of [removed: May 17, 2018, between] [added: Restricted Stock Unit Grant Notice and Agreement (2018) under the] Gardner Denver Holdings, Inc. [removed: and KKR Renaissance Aggregator L.P.] [added: 2017 Omnibus Incentive Plan] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] to the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: May 17, 2017 (File no. 001-38095))] [added: April 27, 2018)] | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-13.htm)[5](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-13.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-13.htm)] [added: [10.15†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-13.htm)] | | | | | | Form of Management Stockholder’s Agreement (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-14.htm)[6](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-14.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-14.htm)] [added: [10.16†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-14.htm)] | | | | | | Form of Director Stockholder’s Agreement (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-15.htm)[7](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-15.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-15.htm)] | | | | | | Form of Advisor Stockholder’s Agreement (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)[8](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)] [added: [10.18†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)] | | | | | | Form of Director Stock Option Agreement under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-17.htm)[9](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-17.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-17.htm)] [added: [10.19†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-17.htm)] | | | | | | Form of Management Stock Option Agreement (December 2013) under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-18.htm)[20](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-18.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-18.htm)] [added: [10.20†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-18.htm)] | | | | | | Form of Management Stock Option Agreement (May 2015) under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-19.htm)[2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-19.htm)[1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-19.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-19.htm)] [added: [10.21†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-19.htm)] | | | | | | Form of Management Stock Option Agreement (May 2016, 3 year vesting) under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-20.htm)[22](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-20.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-20.htm)] [added: [10.22†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-20.htm)] | | | | | | Form of Management Stock Option Agreement (May 2016, 5 year vesting) under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-21.htm)[3](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-21.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-21.htm)] [added: [10.23†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-21.htm)] | | | | | | Form of Management Stock Option Agreement (December 2016) under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-22.htm)[4](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-22.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-22.htm)] [added: [10.24†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-22.htm)] | | | | | | Form of Amendment to Stock Option Agreement or Stock Appreciation Right Agreement under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 filed on February 28, [removed: 2017 (File no. 333-216320))] [added: 2017)] | | |
| [2.3](http://www.sec.gov/Archives/edgar/data/0001699150/000114036121012485/brhc10023015_ex2-1.htm) | | | | | | Securities Purchase Agreement, dated as of April 9, 2021, by and among Ingersoll Rand Inc., Club Car, LLC and MajorDrive Holdings IV, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021) | | |
| [3.1](http://www.sec.gov/Archives/edgar/data/0001699150/000114036121021705/brhc10025937_ex3-1.htm) | | | | | | Restated Certificate of Incorporation of Ingersoll Rand Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2021) | | |
| [3.2](http://www.sec.gov/Archives/edgar/data/0001699150/000114036121021705/brhc10025937_ex3-2.htm) | | | | | | Second Amended and Restated Bylaws of Ingersoll Rand Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on June 21, 2021) | | |
| [10.9](https://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex109xamendmentno7to.htm) | | | | | | Amendment No. 7 to Credit Agreement, dated as of December 28, 2021, by and among Gardner Denver, Inc., as U.S. Borrower, and Citibank, N.A. as Administrative Agent and Collateral Agent | | |
| [10.55†](https://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex1055xpsugrantagree.htm) | | | | | | Form of Performance Stock Unit Grant Notice and Agreement (2022) under the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
The omitted information (i) is not material and (ii) is the type that the Registrant treats as private or confidential.
The omitted information (i) is not material and (ii) would likely cause competitive harm to Ingersoll Rand Inc. if publicly disclosed.
An excerpt. Shown here: 40 of 74 rewritten, all 8 added and all 1 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE in the FY2021 filing and the FY2020 filing.
Item 16. FORM 10-K SUMMARY
50 rewritten, 4 added, 5 removed, 86 unchanged
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf on the [removed: 26th] [added: 25th] day of February [removed: 2021,] [added: 2022,] by the undersigned, thereunto duly authorized.
| | | | | | | Title: [added: Chairman of the Board and] Chief Executive Officer | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the [removed: 26th] [added: 25th] day of February [removed: 2021,] [added: 2022,] by the following persons on behalf of the registrant and in the capacities indicated.
| /s/ Vicente Reynal | | | | | | [added: Chairman of the Board and] Chief Executive Officer [removed: and Director] | | |
| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Cost of sales | | | [removed: 14.6] [added: 1.0] | | | | | | [removed: 0.6] [added: 14.6] | | | | | | [removed: —] [added: 0.6] | | |
| Gross Profit | | | [removed: (14.6)] [added: (1.0)] | | | | | | [removed: (0.6)] [added: (14.6)] | | | | | | [removed: —] [added: (0.6)] | | |
| Operating costs | | | [removed: 30.9] [added: 67.9] | | | | | | [removed: 10.4] [added: 30.9] | | | | | | [removed: (1.2)] [added: 10.4] | | |
| Other operating expense, net | | | [removed: (4.9)] [added: (8.4)] | | | | | | [removed: (47.0)] [added: (4.9)] | | | | | | [removed: (22.4)] [added: (47.0)] | | |
| Operating Income (Loss) | | | [removed: (40.6)] [added: (60.5)] | | | | | | [removed: 36.0] [added: (40.6)] | | | | | | [removed: 23.6] [added: 36.0] | | |
| Interest income | | | [removed: 42.5] [added: (28.8)] | | | | | | [removed: 42.3] [added: 42.5] | | | | | | [removed: 41.8] [added: 42.3] | | |
| Income [added: (Loss)] Before Income Taxes | | | [removed: 1.9] [added: (89.3)] | | | | | | [removed: 78.3] [added: 1.9] | | | | | | [removed: 65.4] [added: 78.3] | | |
| Income tax provision (benefit) | | | [removed: (3.9)] [added: (18.1)] | | | | | | [removed: (5.1)] [added: (3.9)] | | | | | | [removed: 3.4] [added: (5.1)] | | |
| Income (Loss) of Parent Company | | | [removed: 5.8] [added: (71.2)] | | | | | | [removed: 83.4] [added: 5.8] | | | | | | [removed: 62.0] [added: 83.4] | | |
| Equity in undistributed income of subsidiaries | | | [removed: (39.1)] [added: 592.1] | | | | | | [removed: 75.7] [added: (63.5)] | | | | | | [removed: 207.4] [added: 13.9] | | |
| Net Income (Loss) | | | [removed: (33.3)] [added: 562.5] | | | | | | [removed: 159.1] [added: (33.3)] | | | | | | [removed: 269.4] [added: 159.1] | | |
| Other comprehensive income (loss) | | | [removed: 270.2] [added: (54.3)] | | | | | | [removed: (0.8)] [added: 270.2] | | | | | | [removed: (47.5)] [added: (0.8)] | | |
| Comprehensive Income | | | $ | [removed: 236.9] [added: 508.2] | | | | | $ | [removed: 158.3] [added: 236.9] | | | | | $ | [removed: 221.9] [added: 158.3] | |
| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |
| Other current assets | | | [removed: 0.4] [added: —] | | | | | | [removed: 1.0] [added: 0.4] | | |
| Total current assets | | | [removed: 0.4] [added: —] | | | | | | [removed: 1.0] [added: 0.4] | | |
| Equity in net assets of subsidiaries | | | [removed: 8,006.0] [added: 8,513.3] | | | | | | [removed: 848.5] [added: 8,006.0] | | |
| Intercompany receivables | | | [removed: 1,107.3] [added: 484.1] | | | | | | [removed: 1,019.9] [added: 1,107.3] | | |
| Deferred tax assets | | | [removed: 10.9] [added: 10.8] | | | | | | [removed: 8.3] [added: 10.9] | | |
| Total assets | | | $ | [removed: 9,124.6] [added: 9,008.2] | | | | | $ | [removed: 1,877.7] [added: 9,124.6] | |
| Liabilities and [removed: Stockholders'] Equity | | | | | | | | | | | |
| Other liabilities | | | $ | [removed: 4.9] [added: 6.7] | | | | | $ | [removed: 7.8] [added: 4.9] | |
| Total liabilities | | | [removed: 4.9] [added: 6.7] | | | | | | [removed: 7.8] [added: 4.9] | | |
| Common stock, $0.01 par value; 1,000,000,000 shares authorized; [removed: 420,123,978] [added: 423,785,571] and [removed: 206,767,529] [added: 420,123,978] shares issued as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | [removed: 4.2] [added: 4.3] | | | | | | [removed: 2.1] [added: 4.2] | | |
| Capital in excess of par value | | | [removed: 9,310.3] [added: 9,408.6] | | | | | | [removed: 2,302.0] [added: 9,310.3] | | |
| Accumulated deficit | | | [removed: (175.7)] [added: 378.6] | | | | | | [removed: (141.4)] [added: (175.7)] | | |
| Accumulated other comprehensive loss | | | [removed: 14.2] [added: (41.6)] | | | | | | [removed: (256.0)] [added: 14.2] | | |
| Treasury stock at cost; [removed: 1,496,169] [added: 16,000,364] and [removed: 1,701,785] [added: 1,496,169] shares as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | [removed: (33.3)] [added: (748.4)] | | | | | | [removed: (36.8)] [added: (33.3)] | | |
| Total Ingersoll Rand Inc. [removed: stockholders'] [added: stockholders’] equity | | | [removed: 9,119.7] [added: 9,001.5] | | | | | | [removed: 1,869.9] [added: 9,119.7] | | |
| Total liabilities and equity | | | $ | [removed: 9,124.6] [added: 9,008.2] | | | | | $ | [removed: 1,877.7] [added: 9,124.6] | |
| Net cash provided by (used in) operating activities | | | $ | [removed: (15.1)] [added: (9.7)] | | | | | $ | (15.1) | | | | | $ | [removed: 55.0] [added: (15.1)] | |
| Advances to subsidiaries | | | [removed: (2.5)] [added: 731.0] | | | | | | [removed: (10.1)] [added: (2.5)] | | | | | | [removed: (20.3)] [added: (10.1)] | | |
| Net cash provided by (used in) investing activities | | | [removed: (2.5)] [added: 731.0] | | | | | | [removed: (10.1)] [added: (2.5)] | | | | | | [removed: (20.3)] [added: (10.1)] | | |
| Proceeds from stock option exercises | | | [removed: 22.7] [added: 23.7] | | | | | | [removed: 42.8] [added: 22.7] | | | | | | [removed: 6.8] [added: 42.8] | | |
| Purchases of treasury stock | | | [removed: (2.1)] [added: (736.8)] | | | | | | [removed: (18.6)] [added: (2.1)] | | | | | | [removed: (40.7)] [added: (18.6)] | | |
| Income (Loss) from Continuing Operations | | | 520.9 | | | | | | (57.7) | | | | | | 97.3 | | |
| Income from discontinued operations, net of tax | | | 41.6 | | | | | | 24.4 | | | | | | 61.8 | | |
| | | | 2021 | | | | | | 2020 | | |
| Cash dividends on common stock | | | (8.2) | | | | | | — | | | | | | — | | |
| | | | | | | | | |
| /s/ Peter Stavros | | | | | | Director | | |
| Peter Stavros | | | | | | | | |
| /s/ Joshua T. Weisenbeck | | | | | | Director | | |
| Joshua T. Weisenbeck | | | | | | | | |
An excerpt. Shown here: 40 of 50 rewritten, all 4 added and all 5 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2021 filing and the FY2020 filing.