Ingersoll Rand (IR) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A23 rewritten6 added15 removed258 unchanged
All filing items1,183 rewritten428 added486 removed2,097 unchanged
Summary
counted, not written
- Item 1A lists 35 risk factor headings: 0 new, 1 reworded and 34 unchanged since FY2021. 1 heading from FY2021 no longer appears.
- Sentence by sentence, 428 added, 486 removed, 1,183 rewritten and 2,097 unchanged across 16 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2021.
Removed Item 1A headings (1)
- The Company may face risk associated with the discontinuation of and transition from currently used financial reference rates.
Reworded Item 1A headings (1)
- Our
[removed: substantial]indebtedness could have important adverse consequences and adversely affect our financial condition.
A heading is new when no FY2021 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 FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
23 rewritten, 6 added, 15 removed, 258 unchanged
In addition, the impact of the COVID-19 pandemic on the financial condition of our customers has and could in the future make them unable to pay for a product or service when payments become due, or they may decide not to pay us, either as a matter of corporate decision-making or in response to [added: changes in local laws and regulations.]
Due to the COVID-19 pandemic, we may experience different and additional risks not discussed herein such as [removed: decreased worker productivity as a result of remote working arrangements,] increased medical, emergency or other leave.
For the year ended December 31, [removed: 2021,] [added: 2022,] approximately [removed: 61%] [added: 59%] of our revenues were from customers in countries outside of the United States.
Non-U.S. operations and United States export sales could be adversely affected as a result of: political or economic instability in certain countries; differences in foreign laws, including increased difficulties in protecting intellectual property and uncertainty in enforcement of contract rights; credit risks; currency fluctuations, in particular, changes in currency exchange rates between the U.S. dollar, Euro, British Pound and the Chinese Renminbi; exchange controls; changes in and uncertainties with respect to tariffs and import/export trade restrictions (including changes in United States trade policy toward other countries, such as the imposition of tariffs and the resulting consequences), as well as other changes in political policy in the United States, China, the U.K. and certain European countries (including the impacts of the U.K.’s national referendum resulting in the U.K.’s withdrawal from the European Union); royalty and tax increases; nationalization of private [removed: enterprises;] [added: enterprises, especially in China where we have material operations, supply chain dependencies and hold material cash balances;] civil unrest and protests, strikes, acts of terrorism, war or other armed conflict; shipping products during times of crisis or war; and other factors inherent in foreign operations.
A significant portion of our revenue, approximately [removed: 59%] [added: 56%] for the year ended December 31, [removed: 2021,] [added: 2022,] is denominated in currencies other than the U.S. dollar.
If we are unable to anticipate our competitors’ development of new products and services, identify customer needs and preferences on a timely basis, or successfully introduce new products and services or modify existing products and service offerings in response to such [removed: competitive factors, we could lose customers to competitors.]
Difficulties or delays in research, development or production of new products and technologies, or failure to gain market acceptance of new products and technologies, may significantly reduce future [removed: revenues and materially and adversely affect our competitive position.]
Any changes in such customers’ purchasing practices, or decline in such customers’ financial condition, may have a material adverse impact on our business, results of [removed: operations and financial condition.]
The sale was substantially completed on June 1, [removed: 2021.][added: 2021 and concluded in the third quarter of 2022.]
[removed: If any of these systems fail, whether caused by fire, other] natural disaster, power or telecommunications failure, acts of cyber terrorism or war or otherwise, or they do not function correctly, we could suffer financial loss, business disruption, liability to our customers, regulatory intervention or damage to our reputation.
Further, to the extent that we may have customer information in our [removed: databases,] [added: databases or access to customer systems through connected devices,] any unauthorized disclosure of, or access to, such [removed: information] [added: information, databases or systems] could result in [added: an adverse impact to us or our customer including] claims under data protection laws and regulations.
[added: If we fail to] successfully enforce these intellectual property rights, our competitive position could suffer, which could harm our operating results.
In addition, disruptions in our supply chain due to natural [removed: disasters,] [added: disasters (including but not limited to those as a result of climate change),] catastrophes, pandemic or other events could reduce our ability to produce products and satisfy customer demand.
We incurred restructuring charges of [removed: $13.4] [added: $29.3] million and [removed: $83.0] [added: $13.4] million in the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
[removed: These laws and regulations include import and export control, environmental, health and safety regulations, data privacy requirements, international labor laws and work councils and anti-corruption] [added: corruption] and bribery laws such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the U.N. Convention Against Bribery and local laws prohibiting corrupt payments to government officials.
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 [added: 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.]
As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 16,000] [added: 17,000] employees of which approximately [removed: 4,800] [added: 5,000] were located in the United States.
Of those employees located outside of the United States, a significant portion are represented by works councils and labor unions, and of those employees located in the United States, approximately [removed: 250] [added: 270] are represented by labor unions.
[removed: Accordingly, the resolution of pending or] future lawsuits may have a material adverse effect on our consolidated financial position, results of operations or liquidity.
As of December 31, [removed: 2021,] [added: 2022,] the net carrying value of goodwill and other intangible assets, net represented [removed: $9.9] [added: $9.6] billion, or 65%, of our total assets.
As of December 31, [removed: 2021,] [added: 2022,] our projected benefit obligations under our pension and other postretirement benefit plans exceeded the fair value of plan assets by an aggregate of approximately [removed: $194.7] [added: $146.1] million (“unfunded status”).
Our [removed: substantial] indebtedness could have important adverse consequences and adversely affect our financial condition.
As of December 31, [removed: 2021,] [added: 2022,] we had total indebtedness of [removed: $3,440.6] [added: $2,752.6] million, and we had availability under the Revolving Credit Facility of [removed: $1,093.4] [added: $1,100] million.
If any of these systems fail, whether caused by fire, other
competitive factors, we could lose customers to competitors.
revenues and materially and adversely affect our competitive position.
These laws and regulations include import and export control, environmental, health and safety regulations, data privacy requirements, international labor laws and work councils and anti-
operations and financial condition.
Accordingly, the resolution of pending or
changes in local laws and regulations.
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.
The Company may face risk associated with the discontinuation of and transition from currently used financial reference rates.
LIBOR and certain other floating rate benchmark indices to which our floating rate debt is tied(collectively, “IBORs”) are the subject of recent national, international and regulatory guidance and proposals for reform.
On November 30, 2020, the Financial Conduct Authority of the U.K., or the FCA, announced that subject to confirmation following its consultation with the administrator of LIBOR, it would cease publication of the one-week and two-month USD LIBOR immediately after December 31, 2021 and cease publication of the remaining tenors immediately after June 30, 2023.
Additionally, the U.S. Federal Reserve Board has advised banks to stop entering into new USD LIBOR based contracts.
The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated by short-term repurchase agreements, backed by Treasury securities, as its preferred alternative rate for LIBOR.
At this time, it is not possible to predict how markets will respond to SOFR or other alternative reference rates as the transition away from the IBOR benchmarks is anticipated in coming years.
As of December 31, 2021, we had $3.4 billion of floated rate debt with maximum maturities extending past 2021 tied to IBOR benchmarks.
There is currently no definitive information regarding the future utilization of any IBOR benchmark or of any particular replacement rate.
In addition, any IBOR benchmark may perform differently during any phase-out period than in the past.
As such, the potential effect of any such event on our cost of capital cannot yet be determined and any changes to benchmark interest rates could increase our financing costs, which could impact our results of operations and cash flows.
In addition, we may need to renegotiate certain of our debt agreements with lenders, which could require us to incur significant expense and may subject us to disputes or litigation over the appropriateness or comparability to the relevant IBOR benchmark of the replacement reference rates.
We are assessing the impact of a potential transition from IBOR; however, we cannot reasonably estimate the impact of the transition at this time.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
254 rewritten, 64 added, 98 removed, 291 unchanged
Our products are sold under a collection of premier, market-leading brands, including Ingersoll Rand, Gardner Denver, Nash, CompAir, Thomas, Milton Roy, Seepex, Elmo Rietschle, ARO, Robuschi, Emco Wheaton and Runtech Systems, [added: which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.]
To support our customers and market presence, we maintain significant global scale with [removed: 61] [added: 66] key manufacturing facilities, approximately [removed: 39] [added: 38] complementary service and repair centers across six continents and approximately [removed: 16,000] [added: 17,000] employees worldwide as of December 31, [removed: 2021.][added: 2022.]
As a result, our aftermarket revenue is significant, representing [removed: 36.2%] [added: 35.2%] of total Company revenue [removed: and approximately 40.7% of our Industrial Technologies and Services segment’s revenue] in [removed: 2021.][added: 2022.]
Amortization of intangible assets includes the periodic amortization of intangible assets — including customer relationships, tradenames, developed technology, backlog and [removed: internally developed] [added: internal-use] software.
[removed: *Other Operating Expense, Net*][added: | Other operating expense, net | | | 64.9 | | | | | | 61.9 | | |]
Other operating expense, net includes foreign currency transaction gains and losses, net, restructuring charges, [removed: certain shareholder litigation settlement recoveries,] acquisition and other transaction related expenses and non-cash charges, losses and gains on asset disposals and other miscellaneous operating expenses.
[removed: *Provision (Benefit)] [added: | Provision (benefit)] for [removed: Income Taxes*][added: income taxes | | | 149.6 | | | | | | (21.8) | | |]
In [removed: 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.
In [added: certain businesses of] our Precision and Science Technologies segment, we expect demand for our products to be driven by favorable trends, including the growth in healthcare spend and expansion of healthcare systems due to an aging population requiring medical care and increased investment in health solutions and safety infrastructures in emerging economies.
A significant portion of our revenues, approximately [removed: 59%] [added: 56%] for the year ended December 31, [removed: 2021,] [added: 2022,] was denominated in currencies other than the U.S. dollar.
[removed: Key] [added: Certain] factors affecting the comparability of our [added: current and historical] results of operations are summarized below.
See Note 4 [removed: “Business Combinations”] [added: “Acquisitions”] to our audited consolidated financial statements included elsewhere in this Form 10-K for further discussion of [removed: the acquisition of Ingersoll Rand Industrial.][added: these acquisitions.]
[removed: Other acquisitions][added: Acquisitions]
Part of our strategy for growth is to acquire complementary [removed: flow control and compression equipment businesses, which] [added: businesses that] provide access to new technologies or geographies or [removed: improve] [added: expand] our [removed: aftermarket] offerings.
While [removed: these acquisitions] [added: acquisitions, as discussed further in Note 4,] are not individually significant or significant in the aggregate, they may be relevant when comparing our results from period to period.
See Note [removed: 4 “Business Combinations”] [added: 18 “[Stock-Based Compensation](#i48952da8ea6144a9985b4917ee215c15_331)”] to our audited consolidated financial statements included elsewhere in this Form 10-K for further discussion [removed: of these acquisitions.][added: around our stock-based compensation expense.]
We continue to assess and actively manage the impact of the [removed: ongoing] COVID-19 pandemic on our global operations and also the operations of our suppliers and customers.
In order to position ourselves to fulfill [removed: demand] [added: demand,] we continue to monitor the supply chain closely and [removed: are taking] [added: take] proactive steps to ensure continuity of supply.
For the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020, $13.4] [added: 2021, $29.3] million and [removed: $83.0] [added: $13.4] million, respectively, were charged to expense related to this restructuring program.
Through December 31, [removed: 2021,] [added: 2022,] we recognized expense related to the 2020 Plan of [removed: $78.7] [added: $98.8] million, [removed: $6.9] [added: $15.6] million and [removed: $10.8] [added: $11.3] million for Industrial Technologies and Services, Precision and Science Technologies and Corporate, respectively.
For the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we incurred stock-based compensation expense of approximately [removed: $87.2] [added: $78.9] million and [removed: $47.5] [added: $87.2] million, respectively.
The [removed: increase] [added: decrease] from [removed: 2020] [added: 2021] was primarily due to the $150 million equity grant to nearly 16,000 employees worldwide announced in the third quarter of [removed: 2020.][added: 2020 becoming fully vested in the third quarter of 2022.]
We believe Adjusted EBITDA and Adjusted Net Income are helpful supplemental measures to assist us and investors in evaluating our operating results as they exclude certain items whose fluctuation from period to period do not necessarily [added: correspond to changes in the operations of our business.]
This section discusses our results of continuing operations for the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020.][added: 2021.]
For a discussion and analysis of the year ended December 31, [removed: 2020,] [added: 2021,] compared to the same in [removed: 2019,] [added: 2020,] please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in [removed: [Item] [added: Item] 7 [removed: of](http://www.sec.gov/ix?doc=/Archives/edgar/data/1699150/000162828021003454/gdi-20201231.htm#i76c5405e44664792ae21fac79031f313_40) [our](http://www.sec.gov/ix?doc=/Archives/edgar/data/1699150/000162828021003454/gdi-20201231.htm#i76c5405e44664792ae21fac79031f313_40) [An](http://www.sec.gov/ix?doc=/Archives/edgar/data/1699150/000162828021003454/gdi-20201231.htm#i76c5405e44664792ae21fac79031f313_40)[nual] [added: of our Annual] Report [removed: on](http://www.sec.gov/ix?doc=/Archives/edgar/data/1699150/000162828021003454/gdi-20201231.htm#i76c5405e44664792ae21fac79031f313_40) [F](http://www.sec.gov/ix?doc=/Archives/edgar/data/1699150/000162828021003454/gdi-20201231.htm#i76c5405e44664792ae21fac79031f313_40)[orm 10-](http://www.sec.gov/ix?doc=/Archives/edgar/data/1699150/000162828021003454/gdi-20201231.htm#i76c5405e44664792ae21fac79031f313_40)[K](http://www.sec.gov/ix?doc=/Archives/edgar/data/1699150/000162828021003454/gdi-20201231.htm#i76c5405e44664792ae21fac79031f313_40)] [added: on Form 10-K] for the year ended December 31, [removed: 2020] [added: 2021] filed with the SEC on February [removed: 26, 2021.][added: 25, 2022.]
Consolidated Results of Operations for the Years Ended December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]
| Revenues | | | $ | [removed: 5,152.4] [added: 5,916.3] | | | | | $ | [removed: 3,973.2] [added: 5,152.4] | |
| Cost of sales | | | [removed: 3,163.9] [added: 3,590.7] | | | | | | [removed: 2,568.3] [added: 3,163.9] | | |
| Gross Profit | | | [removed: 1,988.5] [added: 2,325.6] | | | | | | [removed: 1,404.9] [added: 1,988.5] | | |
| Selling and administrative expenses | | | [removed: 1,028.0] [added: 1,095.8] | | | | | | [removed: 789.3] [added: 1,028.0] | | |
| Amortization of intangible assets | | | [removed: 332.9] [added: 347.6] | | | | | | [removed: 335.1] [added: 332.9] | | |
| Other operating expense, net | | | [removed: 61.9] [added: 0.7] | | | | | | [removed: 201.0] [added: 18.1] | | |
| Operating Income | | | [removed: 565.7] [added: 817.3] | | | | | | [removed: 59.6] [added: 565.7] | | |
| Interest expense | | | [removed: 87.7] [added: 103.2] | | | | | | [removed: 111.1] [added: 87.7] | | |
| Loss on extinguishment of debt | | | [removed: 9.0] [added: 1.1] | | | | | | [removed: 2.0] [added: 9.0] | | |
| Other income, net | | | [removed: (44.0)] [added: (29.2)] | | | | | | [removed: (8.1)] [added: (44.0)] | | |
| Income [removed: (Loss)] Before Income Taxes | | | [removed: 513.0] [added: 742.2] | | | | | | [removed: (45.4)] [added: 513.0] | | |
| Provision (benefit) for income taxes | | | [removed: (21.8)] [added: 149.6] | | | | | | [removed: 11.4] [added: (21.8)] | | |
| [removed: Loss] [added: Income (loss)] on equity method investments | | | [removed: (11.4)] [added: 0.7] | | | | | | [removed: —] [added: (11.4)] | | |
| Income [removed: (Loss)] from Continuing Operations | | | [removed: 523.4] [added: 593.3] | | | | | | [removed: (56.8)] [added: 523.4] | | |
The COVID-19 Pandemic and Related Supply Chain Disruptions
The substantial majority of our production sites have remained fully operational this year.
Certain facilities, including several manufacturing sites in China, have recently experienced interruptions in production due to outbreaks of COVID-19 infections and subsequent government restrictions.
These interruptions have contributed to component shortages and other supply chain constraints that may limit our ability to fulfill customer orders within desired lead times, both directly in the Asia Pacific region and indirectly in other regions.
| | | | 2022 | | | | | | 2021 | | |
The increase in revenues was primarily due to higher pricing of $420.7 million, higher organic volumes of $409.4 million, and acquisitions of $225.5 million, partially offset by unfavorable impact of foreign currencies of $291.7 million.
The increase in gross profit is primarily due to higher pricing, higher organic volumes and acquisitions discussed above.
The increase in gross profit as a percentage of revenues is primarily due to the benefits of pricing changes in excess of inflation in material and labor costs.
The increase in selling and administrative expenses was mainly from businesses acquired in the second half of 2021, partially offset by lower incentive compensation expense.
The increase was primarily the result of recognizing a full year of amortization of assets acquired in the second half of 2021, partially offset by the impact of foreign currency translation.
Interest expense was $103.2 million in 2022, an increase of $15.5 million, compared to $87.7 million in 2021.
The increase was primarily due to an increase in the weighted-average interest rate, partially offset by the prepayment of the Dollar Term Loan Series A on September 30, 2021, the prepayment of the Euro Term Loan on June 30, 2022, and the interest rate derivative contracts discussed in Note 19 “[Hedging Activities, Derivative Instruments and Credit Risk](#i48952da8ea6144a9985b4917ee215c15_334)” to our consolidated financial statements included elsewhere in this Form 10-K.
The decrease in other income, net was primarily due to a lower gain from settling post-acquisition contingencies in the 2022 period compared to the 2021 period, partially offset by an increase in interest income from holdings of cash and cash equivalents.
All of these items were one-time impacts to the 2021 tax provision and effective tax rate.
million.
The increase in Adjusted EBITDA as a percentage of revenues is primarily attributable to higher pricing and volume, partially offset by unfavorable cost inflation and product mix.
| | | | 2022 | | | | | | 2021 | | |
| Interest expense | | | $ | 103.2 | | | | | $ | 87.7 | |
| Interest income on cash and cash equivalents | | | (8.0) | | | | | | — | | |
| | | | 2022 | | | | | | 2021 | | |
| | | | 2022 | | | | | | 2021 | | |
percentage basis, the impact of foreign currency fluctuations on Segment Orders, Segment Revenues and Segment Adjusted EBITDA growth.
| Segment Orders | | | $ | 5,120.1 | | | | | $ | 4,678.8 | | | | | 9.4 | | % |
Segment Orders for 2022 were $5,120.1 million, an increase of $441.3 million, or 9.4%, compared to $4,678.8 million in 2021.
The increase in Segment Orders was primarily due to organic growth of $633.3 million or 13.5% and acquisitions of $49.4 million or 1.1%, partially offset by unfavorable impact of foreign currencies of $241.4 million or 5.2%.
The increase in Segment Revenues was primarily due to higher organic sales volumes of $375.5 million or 9.0%, improved pricing of $352.3 million or 8.5%, and acquisitions of $44.4 million or 1.1%, partially offset by unfavorable impact of foreign currencies of $228.1 million or 5.5%.
| | | | 2022 | | | | | | 2021 | | | | | | 2022 vs. 2021 | | |
| Segment Orders | | | $ | 1,247.5 | | | | | $ | 1,085.7 | | | | | 14.9 | | % |
2022 vs. 2021
Segment Orders for 2022 were $1,247.5 million, an increase of $161.8 million, or 14.9%, compared to $1,085.7 in 2021.
The increase in Segment Orders was primarily due to acquisitions of $203.5 million or 18.7% and organic growth of $23.5 million or 2.2%, partially offset by unfavorable impact of foreign currencies of $65.2 million or 6.0%.
The increase in Segment Adjusted EBITDA was due primarily to improved pricing of $68.4 million or 23.5%, acquisitions of $38.7 million or 13.3%, and higher organic sales volumes of $15.2 million or 5.2%, partially offset by unfavorable cost inflation and product mix of $38.2 million or 13.1%, unfavorable impact of foreign currencies of $18.3 million or 6.3%, and higher selling and administrative expenses of $11.7 million or 4.0%.
| | | | Years Ended December 31, | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | |
The change in income from discontinued operations for the year ended December 31, 2022 compared to 2021 is primarily due to the substantial completion of the sale of SVT on June 1, 2021.
The following table presents selected Consolidated Results of Operations of our business for the years ended December 31, 2022 and 2021.
| | | | Years Ended December 31, | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | |
The change in results from discontinued operations for the year ended December 31, 2022 compared to 2021 is primarily due to the substantial completion of the sale of HPS on April 1, 2021.
The remaining activities mainly represent expenses incurred to finalize separation and fulfill transition services.
which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.
As a result of a number of factors, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods.
Acquisition of Ingersoll Rand Industrial
On February 29, 2020, we completed the acquisition of Ingersoll Rand Industrial.
Ingersoll Rand Industrial is included in our results of operations beginning on the acquisition date (close of business February 29, 2020).
Comparability between the years
ended December 31, 2021 and 2020 will be affected by the inclusion of twelve months of activity from Ingersoll Rand Industrial in 2021 compared to only ten months of activity in 2020.
In addition to the Ingersoll Rand Industrial transaction discussed above, we have acquired several other businesses during the three year period ended December 31, 2021.
Impact of Coronavirus (COVID-19)
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.
Currently all our major manufacturing locations are operational.
See Note 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.
correspond to changes in the operations of our business.
| | | | 2021 | | | | | | 2020 | | |
| Impairment of other intangible assets | | | — | | | | | | 19.9 | | |
The increase in revenues was primarily due to acquisitions, including Ingersoll Rand Industrial, of $537.5 million and organic volume growth in our Industrial Technologies and Services segment of $330.3 million.
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.
The increase in gross profit is primarily due to acquisitions, including Ingersoll Rand Industrial, higher volumes in our Industrial Technologies and Services segment, and 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.
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.
This increase in selling and administrative expenses was primarily due to acquisitions, including Ingersoll Rand Industrial, and increased incentive compensation.
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.
Impairment of intangible assets was $19.9 million in 2020 due to the impairment of two tradenames in the Industrial Technologies and Services segment.
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.
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.
tax rates combined with lower earnings in jurisdictions with higher tax rates.
The increase in Adjusted EBITDA as a percentage of revenues is primarily attributable to organic growth in our Industrial Technologies and Services segment.
(f)For the year ended December 31, 2021, represents $33.2 million of LIFO reserve changes.
For the year ended December 31, 2020, includes $4.2 million of LIFO reserve changes and $35.6 million to reduce the carrying value of inventories acquired in the merger with Ingersoll Rand Industrial accounted for under the LIFO method.
We have reclassified the amounts in 2020 from “Other adjustments” and “Acquisition related expenses and non-cash charges,” respectively, to conform to the current year presentation.
The increase in Segment Revenues was primarily due to acquisitions, including Ingersoll Rand Industrial, of $160.0 million or 22.1%, higher volume of $70.4 million or 9.7%, improved pricing of $20.3 million or 2.8% and favorable impact of foreign currencies of $15.7 million or 2.2%.
The increase in Segment Adjusted EBITDA was due primarily to acquisitions, including Ingersoll Rand Industrial, of $36.1 million or 16.4%, higher volume of $31.7 million or 14.4%, improved pricing of $20.3 million or 9.2%, partially offset by higher selling and administrative expenses of $13.0 million or 5.9%.
Orders
Industrial Technologies and Services
The mission-critical nature of our Industrial Technologies and Services segment products across manufacturing processes drives a demand environment and outlook that are correlated with global and regional industrial production, capacity utilization and long-term GDP growth.
In the fourth quarter of 2021, we had $1,201.1 million of orders in our Industrial Technologies and Services segment, an increase of 20.5% over the fourth quarter of 2020.
Precision and Science Technologies Segment
An excerpt. Shown here: 40 of 254 rewritten, 40 of 64 added and 40 of 98 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 FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
24 rewritten, 5 added, 5 removed, 24 unchanged
We manage our exposure to interest rate risk by maintaining a mixture of fixed and variable debt, and [removed: from time to time,] use pay-fixed interest rate swaps [added: and interest rate caps] as cash flow hedges of our variable rate debt in order to adjust the relative fixed and variable portions.
As of December 31, [removed: 2021,] [added: 2022,] we had variable rate debt outstanding of [removed: $3,449.4 million at a current weighted average interest rate of approximately 1.9%,] [added: $2,749.8 million,] substantially all of which was incurred under our Senior Secured Credit Facility, under which an aggregate of [removed: $2,778.1] [added: $2,749.8] million was outstanding under the $1,900.0 million Dollar Term Loan B and $927.6 million Dollar Term [removed: Loan, as well as €590.6 million outstanding under the €601.2 million Euro Term Loan Facility.][added: Loan.]
The Dollar Term Loan [removed: Facility] [added: B] and [removed: the Euro] [added: Dollar] Term Loan [removed: Facility] bear interest primarily based on [removed: LIBOR and EURIBOR, respectively,] [added: SOFR] plus a [removed: spread.][added: spread and are subject to a 0% SOFR base rate floor.]
Thus, the interest rate on the Dollar Term Loan [removed: Facility] [added: B] and [removed: the Euro] [added: Dollar] Term Loan [removed: Facility] will fluctuate when [removed: LIBOR or EURIBOR, respectively,] [added: SOFR,] exceeds that percentage.
As of December 31, [removed: 2021, LIBOR] [added: 2022, SOFR] was higher than the 0% [removed: floor and EURIBOR was lower than the 0%] floor.
We use interest rate swaps [removed: from time to time] [added: and interest rate caps] to offset [added: or mitigate] our exposure to interest rate movements.
These outstanding interest rate [removed: swaps] [added: swap and interest rate cap contracts] qualify and are designated as cash flow hedges of forecasted [removed: LIBOR-based] [added: SOFR-based] interest payments.
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 [added: and caps] for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] on our interest expense.
| 100 basis points | | | $ | [removed: 30.1] [added: 12.3] | | | | | $ | [removed: 35.1] [added: 30.1] | |
| (100) basis points(1) | | | [removed: (2.5)] [added: (21.4)] | | | | | | [removed: (4.7)] [added: (2.5)] | | |
(1)A decrease in interest rates would not have impacted our interest expense in [removed: 2021] [added: 2022] or [removed: 2020] [added: 2021] on EURO debt which was lower than the 0% base rate floor under the Senior Secured Credit Facility for the entire fiscal year [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] but would have impacted interest expense in [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] on [added: SOFR or] LIBOR [removed: debt] [added: debt, for the respective period,] which was higher than the 0% based rate floors under the Senior Secured Credit Facility for the year ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
In [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the relative [removed: weakening] [added: strengthening] of the U.S. dollar against foreign currencies had a [removed: favorable] [added: unfavorable] 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: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
| | | | U.S. Dollar | | | | | | Euro | | | | | | [removed: British Pound] [added: Chinese Renminbi] | | | | | | [removed: Chinese Renminbi] [added: British Pound] | | | | | | Other | | |
| Revenues | | | [removed: 41] [added: 44] | | % | | | | [removed: 27] [added: 25] | | % | | | | [removed: 4] [added: 15] | | % | | | | [removed: 16] [added: 4] | | % | | | | 12 | | % |
| Gross profit | | | [removed: 42] [added: 44] | | % | | | | [removed: 28] [added: 26] | | % | | | | [removed: 3] [added: 17] | | % | | | | [removed: 17] [added: 3] | | % | | | | 10 | | % |
| Year Ended December 31, [removed: 2020] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenues | | | 41 | | % | | | | [removed: 29] [added: 27] | | % | | | | [removed: 4] [added: 16] | | % | | | | [removed: 15] [added: 4] | | % | | | | [removed: 11] [added: 12] | | % |
| Gross profit | | | [removed: 40] [added: 42] | | % | | | | [removed: 30] [added: 28] | | % | | | | [removed: 4] [added: 17] | | % | | | | [removed: 17] [added: 3] | | % | | | | [removed: 9] [added: 10] | | % |
These currency translation effects and offsetting impacts of our derivatives for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are summarized in Note 14 “Accumulated Other Comprehensive Income (Loss)” to our audited consolidated financial statements included elsewhere in this Form 10-K.
As of December 31, [removed: 2021,] [added: 2022,] we were party to [removed: five] [added: three] 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: 2021,] [added: 2022,] the hypothetical effect of a 10% appreciation in the average exchange rate of the U.S. dollar relative to the principal foreign currencies in which our revenues and gross profit are denominated.
| | | | Year Ended December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |
| | | | Euro | | | | | | [removed: British Pound] [added: Chinese Renminbi] | | | | | | [removed: Chinese Renminbi] [added: British Pound] | | |
Based on prevailing rates at December 31, 2022, the weighted average interest rate was approximately 5.9%.
As of December 31, 2022, we were a fixed rate payer on two fixed-floating interest rate swap contracts that effectively fixed the SOFR-based index used to determine the interest rates charged on our SOFR-based variable rate borrowings and we have three interest rate cap contracts that effectively limit the SOFR-based index used to determine the interest rates charged on a total of $1,000.0 million of the Company’s SOFR-based variable rate borrowings to 4.0%.
| | | | 2022 | | | | | | 2021 | | |
| Revenues | | | $ | 148.7 | | | | | $ | 90.3 | | | | | $ | 24.3 | |
| Gross profit | | | 60.1 | | | | | | 39.9 | | | | | | 7.9 | | |
The Dollar Term Loan Facility is subject to a 0% LIBOR base rate floor and the Euro Term Loan Facility is subject to a 0% EURIBOR base rate floor.
As of December 31, 2021, we had no fixed-floating interest rate swaps.
| | | | 2021 | | | | | | 2020 | | |
| Revenues | | | $ | 140.2 | | | | | $ | 21.0 | | | | | $ | 79.9 | |
| Gross profit | | | 55.2 | | | | | | 6.0 | | | | | | 35.2 | | |
Item 1. BUSINESS
31 rewritten, 32 added, 28 removed, 201 unchanged
See Note 4 [removed: “Business Combinations”] [added: “Acquisitions”] of Notes to Consolidated Financial Statements for additional information related to the Ingersoll Rand Industrial transaction.
Our products and services are critical to the processes and systems in which they are utilized, which are often complex and [removed: function in harsh conditions where] the cost of failure or downtime is high.
As a result, our customers place a high value on [added: our application expertise, product]
[removed: 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: 61] [added: 66] key manufacturing facilities, approximately [removed: 39] [added: 38] complementary service and repair centers across six continents and approximately [removed: 16,000] [added: 17,000] employees worldwide as of December 31, [removed: 2021.][added: 2022.]
As a result, our aftermarket revenue is significant, representing [removed: 36.2%] [added: 35.2%] of total Company revenue [removed: and approximately 40.7% of our Industrial Technologies and Services segment’s revenue] in [removed: 2021.][added: 2022.]
However, a customer typically services the compressor at regular intervals, starting within the first two years of [added: purchase and continuing throughout the life of the product.]
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, [removed: Zinnser Analytic] [added: YZ] and [removed: YZ.][added: Zinnser Analytic.]
Compression, vacuum and blower products are used in a wide spectrum of applications in nearly all manufacturing and industrial facilities and many service and process [removed: industries in a variety of end-markets, including infrastructure, construction, transportation, food and beverage packaging and chemical processing.]
[removed: Operators use Dry-Break® technology couplers and] adapters to provide a secure connection for the transfer of liquid products without spillage or contamination while safeguarding the operator and the environment.
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, [added: applications and selling channels.]
Our principal competitors in sales of compression, vacuum and blower products include Atlas Copco AB, [removed: Colfax Corp.,] Flowserve Corporation, IDEX Corporation and Kaeser Compressors, Inc. Our principal competitors in sales of fluid transfer equipment include Dover Corporation, SVT GmbH and TechnipFMC plc.
In addition to our direct sales force, we are [removed: also] committed to developing and supporting our global network of over 1,000 distributors and representatives who provide a competitive advantage in the markets and industries we serve.
Our customer base is diverse, and we did not have any customers that individually provided more than 1% of [removed: 2021] [added: 2022] consolidated revenues.
Additionally, we purchase a large number of motors and, therefore, are also exposed to changes [removed: in the price of copper, which is a primary component of motors.]
As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 16,000] [added: 17,000] employees of which approximately [removed: 4,800] [added: 5,000] are located in the United States.
Of those employees located outside of the United States, a significant portion are represented by works councils and [removed: labor unions;] [added: collective bargaining units;] of those employees located in the United States, approximately [removed: 250] [added: 270] are represented by labor unions.
In [removed: 2020,] [added: 2022,] our voluntary turnover was [removed: 7.4%] [added: 13.0%] and [removed: 6.9%] [added: 10.2%] for hourly and salaried employees, respectively.
We [added: recently] introduced a new performance management and development process, which places a heavy emphasis on manager engagement and employee ownership.
Our compensation and benefits philosophy is centered on two key fundamentals: (1) building long-term value [removed: and aligning to] [added: for] our [removed: stakeholders,] [added: stockholders,] and (2) driving employee [removed: engagement.][added: engagement and retention.]
Our current employee base consists of [removed: 16%] [added: 17.6%] underrepresented populations in the U.S. with a 2025 target to increase to 30%.
Ingersoll Rand expanded [removed: our] [added: to the following seven] employee inclusion groups to build stronger global connections, advocate for positive change and foster an inclusive culture in the [removed: organization.][added: organization:]
An executive leader sponsors each of the following groups and provides guidance to establish goals in support of our company strategies, culture and values to their global [removed: members:][added: members.]
[removed: - Four] [added: In addition, we also have four] regional inclusion groups (Europe and Asia Pacific) [added: and one DE&I council in Latin America.]
We [removed: deployed our unconscious bias training to more than 70% of our salaried employees and conducted personalized sessions to leaders on “DE&I Matters.” We have launched our next phase to train hourly employees, adapting the content to “Respect in the Workplace.” We] continue creating a safe space for employees by participating in our “Lean into Change” sessions where social and cultural sensitive conversations occur, fostering trust, transparency and community.
We [removed: introduced] [added: continue to deliver] an executive level program this past year called “Lead Like an Owner” to set the standard of leadership and build succession at the top of the organization.
We have online learning content that can be accessed around the globe for a variety of topics and have recently initiated several mentoring programs to allow our own internal [removed: experts to teach and guide others.]
Our last Connections/Engagement survey in October [removed: 2021] [added: 2022] achieved a [removed: 91%] [added: 88%] participation rate, resulting in [removed: a 78%] [added: an] engagement [removed: level.][added: score of 81.]
While the overall market trended down with respect to employee engagement in [removed: 2021,] [added: 2022,] we were able to make gains and maintain them throughout the year.
All of our questions scored above the manufacturing benchmark collected by our engagement survey partner, with our key [added: employee] satisfaction measure scoring in the top [removed: 20%.][added: 10% of manufacturing organizations.]
To that end, we [removed: also announced a process by which] [added: continue to ensure that] all new or acquired employees, like [added: our] existing employees, [removed: will] [added: are eligible to] receive [added: a restricted] stock [removed: in the Company] [added: unit award] after one year of employment.
The Company continued its focus on generating inorganic growth through acquisitions that strengthen our position in core product categories and broaden our exposure to high-growth, sustainable end markets.
We completed or announced the acquisition of several businesses during 2022, including the following:
- In October 2022, we announced the acquisition of SPX FLOW's Air Treatment business in an all-cash transaction of approximately $525 million.
The Air Treatment business offerings include energy efficient compressed air dryers, filters and other consumables that are highly complementary to Ingersoll Rand's core compressor equipment.
This acquisition was completed on January 3, 2023.
- In November 2022, we completed the acquisition of Dosatron International L.L.C (“Dosatron International”), a leading technology solutions provider of water powered dosing pumps and systems, for cash consideration of $89.5 million and contingent consideration of up to $14.7 million.
- In December 2022, we completed the acquisition Everest Blower Systems Private Limited (“Everest Group”), the Indian market leader for customized blower and vacuum pump solutions, for $75.3 million aggregate cash consideration and contingent consideration of $12.1 million.
Refer to Note 4 “Acquisitions” to our audited consolidated financial statements included elsewhere in this Form 10-K for further discussion of these acquisitions.
*Capital Allocation*
Share Repurchases
We repurchased $261.1 million of our common stock during the year ended December 31, 2022 which consisted primarily of repurchases under our share repurchase program of $257.3 million.
Debt Repayments
During the year ended December 31, 2022, we had principal payments on long-term debt of $655.6 million.
The principal payments include the repayment of the Euro Term Loan on June 30, 2022.
Dividends on Common Stock
The Company paid cash dividends on our common stock of $32.4 million during the year ended December 31, 2022.
industries in a variety of end-markets, including infrastructure, construction, transportation, food and beverage packaging and chemical processing.
Operators use Dry-Break® technology couplers and
in the price of copper, which is a primary component of motors.
We believe the increase in our rates of voluntary turnover reflects broader economic trends and low unemployment rates and compares favorably to turnover rates experienced by similar organizations in our industry.
We continue to offer our Ownership Works program to grant equity to all new and acquired employees regardless of level in the organization.
Globally, women represent 21.9% of our employees, moving towards our stated goal of 25% by 2025.
We shifted from a centralized focus and embedded in the business a culture of ownership and accountability, setting specific business targets prioritizing representation among goals.
- Asian Inclusion Group
- Pride Alliance
- IRealabilities - Disability Inclusion Group
These groups act as strategic employee resources for talent management, community influence, employees experience, leadership development and mentoring.
We deployed our unconscious bias training to more than 70% of our salaried employees and conducted personalized sessions to more than 150 leaders on “DE&I Matters.” We have launched our next phase to train hourly employees, adapting the content to “Respect in the Workplace.” To support our advancement goals, Ingersoll Rand launched a mentoring program in 2021, starting with a pilot of 100 mentors across the company and doubling to 200 additional mid-level and senior leaders in 2022.
We recognize we play an important role in respecting and upholding human rights around the world.
To illustrate our active commitment to, and respect of, human rights in our business relationships, we enforce our human rights policy to further embed and ensure responsibility for people throughout Ingersoll Rand.
This policy helps us proactively and systematically identify potential human rights impacts to ensure prompt and fair remedial actions.
experts to teach and guide others.
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.
*Sale of Majority Interest in HPS Business*
On February 14, 2021, the Company entered into an agreement to sell a majority interest in its High Pressure Solutions (“HPS”) business to private equity firm American Industrial Partners.
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.
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.
applications and selling channels.
In 2021, we announced that all new hires, regardless of level in the Company, will be eligible for a long-term equity grant.
Globally, women represent 22.6% of our employees, which exceeded our first year target of 22.25%, and keeps us on track to reach our stated goal of 25% by 2025.
Our promotion rates have increased, surpassing our goal of 40% with a current promotion rate of 40.9%.
- One DE&I council in Latin America
Cover and table of contents
31 rewritten, 10 added, 8 removed, 69 unchanged
For the fiscal year ended December 31, [removed: 2021,] [added: 2022,] or
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, [removed: 2021] [added: 2022] was approximately [removed: $18.9] [added: $16.9] billion based on the closing price of such common equity on the New York Stock Exchange on such date.
The registrant had outstanding [removed: 407,967,909] [added: 404,956,695] shares of Common Stock, par value $0.01 per share, as of February [removed: 18, 2022.][added: 17, 2023.]
Portions of the Proxy Statement for the registrant’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference in Part III of this report.
| [Item 1. [removed: Business](#i2e7d0098415d4de9b6b534648be7ba23_13)] [added: Business](#i48952da8ea6144a9985b4917ee215c15_13)] | | | [removed: [3](#i2e7d0098415d4de9b6b534648be7ba23_13)] [added: [3](#i48952da8ea6144a9985b4917ee215c15_13)] | | |
| [Item 1A. Risk [removed: Factors](#i2e7d0098415d4de9b6b534648be7ba23_16)] [added: Factors](#i48952da8ea6144a9985b4917ee215c15_49)] | | | [removed: [11](#i2e7d0098415d4de9b6b534648be7ba23_16)] [added: [11](#i48952da8ea6144a9985b4917ee215c15_49)] | | |
| [Item 1B. Unresolved Staff [removed: Comments](#i2e7d0098415d4de9b6b534648be7ba23_19)] [added: Comments](#i48952da8ea6144a9985b4917ee215c15_163)] | | | [removed: [21](#i2e7d0098415d4de9b6b534648be7ba23_19)] [added: [21](#i48952da8ea6144a9985b4917ee215c15_163)] | | |
| [Item 2. [removed: Properties](#i2e7d0098415d4de9b6b534648be7ba23_22)] [added: Properties](#i48952da8ea6144a9985b4917ee215c15_166)] | | | [removed: [22](#i2e7d0098415d4de9b6b534648be7ba23_22)] [added: [22](#i48952da8ea6144a9985b4917ee215c15_166)] | | |
| [Item 3. Legal [removed: Proceedings](#i2e7d0098415d4de9b6b534648be7ba23_25)] [added: Proceedings](#i48952da8ea6144a9985b4917ee215c15_169)] | | | [removed: [22](#i2e7d0098415d4de9b6b534648be7ba23_25)] [added: [22](#i48952da8ea6144a9985b4917ee215c15_169)] | | |
| [Item 4. Mine Safety [removed: Disclosures](#i2e7d0098415d4de9b6b534648be7ba23_28)] [added: Disclosures](#i48952da8ea6144a9985b4917ee215c15_172)] | | | [removed: [22](#i2e7d0098415d4de9b6b534648be7ba23_28)] [added: [22](#i48952da8ea6144a9985b4917ee215c15_172)] | | |
| [Item 5. Market [removed: for](#i2e7d0098415d4de9b6b534648be7ba23_34) [Registrant’s] [added: for Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2e7d0098415d4de9b6b534648be7ba23_34)] [added: Securities](#i48952da8ea6144a9985b4917ee215c15_178)] | | | [removed: [23](#i2e7d0098415d4de9b6b534648be7ba23_34)] [added: [23](#i48952da8ea6144a9985b4917ee215c15_178)] | | |
| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2e7d0098415d4de9b6b534648be7ba23_40)] [added: Operations](#i48952da8ea6144a9985b4917ee215c15_187)] | | | [removed: [23](#i2e7d0098415d4de9b6b534648be7ba23_40)] [added: [23](#i48952da8ea6144a9985b4917ee215c15_187)] | | |
| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2e7d0098415d4de9b6b534648be7ba23_91)] [added: Risk](#i48952da8ea6144a9985b4917ee215c15_247)] | | | [removed: [43](#i2e7d0098415d4de9b6b534648be7ba23_91)] [added: [41](#i48952da8ea6144a9985b4917ee215c15_247)] | | |
| [Item 8. Financial Statements and Supplementary [removed: Data](#i2e7d0098415d4de9b6b534648be7ba23_94)] [added: Data](#i48952da8ea6144a9985b4917ee215c15_250)] | | | [removed: [45](#i2e7d0098415d4de9b6b534648be7ba23_94)] [added: [43](#i48952da8ea6144a9985b4917ee215c15_250)] | | |
| [Consolidated Statements of Operations - For the years ended December 31, [removed: 202](#i2e7d0098415d4de9b6b534648be7ba23_97)[1](#i2e7d0098415d4de9b6b534648be7ba23_97)[, 20](#i2e7d0098415d4de9b6b534648be7ba23_97)[20](#i2e7d0098415d4de9b6b534648be7ba23_97) [and 201](#i2e7d0098415d4de9b6b534648be7ba23_97)[9](#i2e7d0098415d4de9b6b534648be7ba23_97)] [added: 2022, 2021 and 2020](#i48952da8ea6144a9985b4917ee215c15_253)] | | | [removed: [46](#i2e7d0098415d4de9b6b534648be7ba23_97)] [added: [44](#i48952da8ea6144a9985b4917ee215c15_253)] | | |
| [Consolidated Statements of Comprehensive Income - For the years ended December 31, [removed: 202](#i2e7d0098415d4de9b6b534648be7ba23_100)[1](#i2e7d0098415d4de9b6b534648be7ba23_100)[, 2](#i2e7d0098415d4de9b6b534648be7ba23_100)[020](#i2e7d0098415d4de9b6b534648be7ba23_100) [and 201](#i2e7d0098415d4de9b6b534648be7ba23_100)[9](#i2e7d0098415d4de9b6b534648be7ba23_100)] [added: 2022, 2021 and 2020](#i48952da8ea6144a9985b4917ee215c15_256)] | | | [removed: [47](#i2e7d0098415d4de9b6b534648be7ba23_100)] [added: [45](#i48952da8ea6144a9985b4917ee215c15_256)] | | |
| [Consolidated Balance Sheets - As of December 31, [removed: 202](#i2e7d0098415d4de9b6b534648be7ba23_103)[1](#i2e7d0098415d4de9b6b534648be7ba23_103) [and 20](#i2e7d0098415d4de9b6b534648be7ba23_103)[20](#i2e7d0098415d4de9b6b534648be7ba23_103)] [added: 2022 and 2021](#i48952da8ea6144a9985b4917ee215c15_259)] | | | [removed: [48](#i2e7d0098415d4de9b6b534648be7ba23_103)] [added: [46](#i48952da8ea6144a9985b4917ee215c15_259)] | | |
| [Consolidated Statements of Stockholders’ Equity - For the years ended December 31, [removed: 202](#i2e7d0098415d4de9b6b534648be7ba23_106)[1](#i2e7d0098415d4de9b6b534648be7ba23_106)[, 20](#i2e7d0098415d4de9b6b534648be7ba23_106)[20](#i2e7d0098415d4de9b6b534648be7ba23_106) [and 201](#i2e7d0098415d4de9b6b534648be7ba23_106)[9](#i2e7d0098415d4de9b6b534648be7ba23_106)] [added: 2022, 2021 and 2020](#i48952da8ea6144a9985b4917ee215c15_262)] | | | [removed: [49](#i2e7d0098415d4de9b6b534648be7ba23_106)] [added: [47](#i48952da8ea6144a9985b4917ee215c15_262)] | | |
| [Consolidated Statements of Cash Flows - For the years ended December 31, [removed: 202](#i2e7d0098415d4de9b6b534648be7ba23_109)[1](#i2e7d0098415d4de9b6b534648be7ba23_109)[, 20](#i2e7d0098415d4de9b6b534648be7ba23_109)[2](#i2e7d0098415d4de9b6b534648be7ba23_109)[0](#i2e7d0098415d4de9b6b534648be7ba23_109) [and 201](#i2e7d0098415d4de9b6b534648be7ba23_109)[9](#i2e7d0098415d4de9b6b534648be7ba23_109)] [added: 2022, 2021 and 2020](#i48952da8ea6144a9985b4917ee215c15_265)] | | | [removed: [50](#i2e7d0098415d4de9b6b534648be7ba23_109)] [added: [48](#i48952da8ea6144a9985b4917ee215c15_265)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i2e7d0098415d4de9b6b534648be7ba23_112)] [added: Statements](#i48952da8ea6144a9985b4917ee215c15_268)] | | | [removed: [52](#i2e7d0098415d4de9b6b534648be7ba23_112)] [added: [50](#i48952da8ea6144a9985b4917ee215c15_268)] | | |
| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2e7d0098415d4de9b6b534648be7ba23_199)] [added: Disclosure](#i48952da8ea6144a9985b4917ee215c15_361)] | | | [removed: [104](#i2e7d0098415d4de9b6b534648be7ba23_199)] [added: [103](#i48952da8ea6144a9985b4917ee215c15_361)] | | |
| [Item 9A. Controls and [removed: Procedures](#i2e7d0098415d4de9b6b534648be7ba23_202)] [added: Procedures](#i48952da8ea6144a9985b4917ee215c15_364)] | | | [removed: [104](#i2e7d0098415d4de9b6b534648be7ba23_202)] [added: [103](#i48952da8ea6144a9985b4917ee215c15_364)] | | |
| [Item 9B. Other [removed: Information](#i2e7d0098415d4de9b6b534648be7ba23_205)] [added: Information](#i48952da8ea6144a9985b4917ee215c15_367)] | | | [removed: [105](#i2e7d0098415d4de9b6b534648be7ba23_205)] [added: [104](#i48952da8ea6144a9985b4917ee215c15_367)] | | |
| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2e7d0098415d4de9b6b534648be7ba23_2658)] [added: Inspections](#i48952da8ea6144a9985b4917ee215c15_370)] | | | [removed: [105](#i2e7d0098415d4de9b6b534648be7ba23_2658)] [added: [104](#i48952da8ea6144a9985b4917ee215c15_370)] | | |
| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i2e7d0098415d4de9b6b534648be7ba23_211)] [added: Governance](#i48952da8ea6144a9985b4917ee215c15_376)] | | | [removed: [105](#i2e7d0098415d4de9b6b534648be7ba23_211)] [added: [104](#i48952da8ea6144a9985b4917ee215c15_376)] | | |
| [Item 11. Executive [removed: Compensation](#i2e7d0098415d4de9b6b534648be7ba23_214)] [added: Compensation](#i48952da8ea6144a9985b4917ee215c15_379)] | | | [removed: [105](#i2e7d0098415d4de9b6b534648be7ba23_214)] [added: [104](#i48952da8ea6144a9985b4917ee215c15_379)] | | |
| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2e7d0098415d4de9b6b534648be7ba23_217)] [added: Matters](#i48952da8ea6144a9985b4917ee215c15_382)] | | | [removed: [105](#i2e7d0098415d4de9b6b534648be7ba23_217)] [added: [104](#i48952da8ea6144a9985b4917ee215c15_382)] | | |
| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i2e7d0098415d4de9b6b534648be7ba23_220)] [added: Independence](#i48952da8ea6144a9985b4917ee215c15_385)] | | | [removed: [106](#i2e7d0098415d4de9b6b534648be7ba23_220)] [added: [105](#i48952da8ea6144a9985b4917ee215c15_385)] | | |
| [Item 14. Principal Accountant Fees and [removed: Services](#i2e7d0098415d4de9b6b534648be7ba23_223)] [added: Services](#i48952da8ea6144a9985b4917ee215c15_388)] | | | [removed: [106](#i2e7d0098415d4de9b6b534648be7ba23_223)] [added: [105](#i48952da8ea6144a9985b4917ee215c15_388)] | | |
| [Item 15. Exhibits and Financial Statement [removed: Schedule](#i2e7d0098415d4de9b6b534648be7ba23_229)] [added: Schedule](#i48952da8ea6144a9985b4917ee215c15_394)] | | | [removed: [106](#i2e7d0098415d4de9b6b534648be7ba23_229)] [added: [105](#i48952da8ea6144a9985b4917ee215c15_394)] | | |
| [Item 16. Form 10-K [removed: Summary](#i2e7d0098415d4de9b6b534648be7ba23_232)] [added: Summary](#i48952da8ea6144a9985b4917ee215c15_397)] | | | [removed: [110](#i2e7d0098415d4de9b6b534648be7ba23_232)] [added: [109](#i48952da8ea6144a9985b4917ee215c15_397)] | | |
525 Harbour Place Drive, Suite 600
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
| [PART I](#i48952da8ea6144a9985b4917ee215c15_10) | | | | | |
| [PART II](#i48952da8ea6144a9985b4917ee215c15_175) | | | | | |
| [Item 6. \[Reserved\]](#i48952da8ea6144a9985b4917ee215c15_181) | | | [23](#i48952da8ea6144a9985b4917ee215c15_181) | | |
| [PART III](#i48952da8ea6144a9985b4917ee215c15_373) | | | | | |
| [PART IV](#i48952da8ea6144a9985b4917ee215c15_391) | | | | | |
| [SIGNATURES](#i48952da8ea6144a9985b4917ee215c15_400) | | | [110](#i48952da8ea6144a9985b4917ee215c15_400) | | |
| | | | | | |
800-A Beaty Street
| [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) | | |
| [PART III](#i2e7d0098415d4de9b6b534648be7ba23_208) | | | | | |
| [PART IV](#i2e7d0098415d4de9b6b534648be7ba23_226) | | | | | |
| [SIGNATURES](#i2e7d0098415d4de9b6b534648be7ba23_235) | | | | | |
| [SCHEDULE I](#i2e7d0098415d4de9b6b534648be7ba23_238) | | | | | |
Item 2. PROPERTIES
12 rewritten, 3 added, 3 removed, 25 unchanged
Our corporate headquarters is a leased facility located at [removed: 800-A Beaty Street,] [added: 525 Harbour Place Drive,] Davidson, North Carolina 28036.
| Americas | | | [removed: 18] [added: 20] | | | | | | [removed: 2] [added: 3] | | | | | | [removed: 31] [added: 30] | | | | | | [removed: 51] [added: 53] | | |
| APAC(2) | | | [removed: 7] [added: 6] | | | | | | — | | | | | | 5 | | | | | | [removed: 12] [added: 11] | | |
| Industrial Technologies and Services Total | | | [removed: 44] [added: 48] | | | | | | 3 | | | | | | [removed: 52] [added: 47] | | | | | | [removed: 99] [added: 98] | | |
| Americas | | | [removed: 6] [added: 8] | | | | | | 1 | | | | | | — | | | | | | [removed: 7] [added: 9] | | |
| APAC(2) | | | [removed: 4] [added: 3] | | | | | | — | | | | | | — | | | | | | [removed: 4] [added: 3] | | |
| Precision and Science Technologies Total | | | [removed: 17] [added: 18] | | | | | | [removed: 1] [added: 2] | | | | | | 1 | | | | | | [removed: 19] [added: 21] | | |
| Americas | | | [removed: 24] [added: 28] | | | | | | [removed: 3] [added: 4] | | | | | | [removed: 31] [added: 30] | | | | | | [removed: 58] [added: 62] | | |
| APAC(2) | | | [removed: 11] [added: 9] | | | | | | — | | | | | | 5 | | | | | | [removed: 16] [added: 14] | | |
| Company Total | | | [removed: 61] [added: 66] | | | | | | [removed: 4] [added: 5] | | | | | | [removed: 53] [added: 48] | | | | | | [removed: 118] [added: 119] | | |
(1)Europe, Middle [removed: East] [added: East, India] and Africa [removed: (“EMEA”)][added: (“EMEIA”)]
Of the [removed: 118] [added: 119] significant properties included in the above table, [removed: 68] [added: 66] of the properties are leased and [removed: 50] [added: 53] of the properties are owned.
| EMEIA(1) | | | 22 | | | | | | — | | | | | | 12 | | | | | | 34 | | |
| EMEIA(1) | | | 7 | | | | | | 1 | | | | | | 1 | | | | | | 9 | | |
| EMEIA(1) | | | 29 | | | | | | 1 | | | | | | 13 | | | | | | 43 | | |
| EMEA(1) | | | 19 | | | | | | 1 | | | | | | 16 | | | | | | 36 | | |
| EMEA(1) | | | 7 | | | | | | — | | | | | | 1 | | | | | | 8 | | |
| EMEA(1) | | | 26 | | | | | | 1 | | | | | | 17 | | | | | | 44 | | |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
5 rewritten, 4 added, 4 removed, 9 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: 2022,] [added: 2023,] there were [removed: 2,568] [added: 2,468] holders of record of our common stock.
We declared and paid [removed: a dividend] [added: dividends] of [added: $0.08 and] $0.02 per share to the holders of our common stock in the [removed: year] [added: years] ended December 31, [removed: 2021.][added: 2022 and 2021, respectively.]
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: 2021.][added: 2022.]
| [removed: 2021] [added: 2022] Fourth Quarter Months | | | Total Number of Shares Purchased(1) | | | | | | Average Price Paid Per Share(2) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(3) | | | | | | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3) | | |
[removed: (1)All of the] [added: (1)Includes] shares [removed: purchased during the quarter ended December 31, 2021 were in connection with net exercises] of [added: common] stock [removed: options or the surrender] [added: surrendered] to us [removed: of shares of common stock] to satisfy tax withholding obligations in connection with the vesting of certain restricted stock [removed: units.][added: units, comprised of 6 shares in the period from December 1, 2022 to December 31, 2022.]
| October 1, 2022 - October 31, 2022 | | | 74,700 | | | | | | $ | 44.72 | | | | | 74,700 | | | | | | $ | 492,657,860 | |
| November 1, 2022 - November 30, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 492,657,860 | |
| December 1, 2022 - December 31, 2022 | | | 6 | | | | | | $ | 54.29 | | | | | — | | | | | | $ | 492,657,860 | |
The authorization does not have any expiration date.
We did not declare or pay dividends to the holders of our common stock in the year ended December 31, 2020.
| 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 | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
719 rewritten, 291 added, 229 removed, 1,100 unchanged
| [Consolidated Statements of [removed: Operations](#i2e7d0098415d4de9b6b534648be7ba23_97)] [added: Operations](#i48952da8ea6144a9985b4917ee215c15_253)] | | | [removed: [46](#i2e7d0098415d4de9b6b534648be7ba23_97)] [added: [44](#i48952da8ea6144a9985b4917ee215c15_253)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i2e7d0098415d4de9b6b534648be7ba23_100)] [added: Income](#i48952da8ea6144a9985b4917ee215c15_256)] | | | [removed: [47](#i2e7d0098415d4de9b6b534648be7ba23_100)] [added: [45](#i48952da8ea6144a9985b4917ee215c15_256)] | | |
| [Consolidated Balance [removed: Sheets](#i2e7d0098415d4de9b6b534648be7ba23_103)] [added: Sheets](#i48952da8ea6144a9985b4917ee215c15_259)] | | | [removed: [48](#i2e7d0098415d4de9b6b534648be7ba23_103)] [added: [46](#i48952da8ea6144a9985b4917ee215c15_259)] | | |
| [Consolidated Statements of Stockholders’ [removed: Equity](#i2e7d0098415d4de9b6b534648be7ba23_106)] [added: Equity](#i48952da8ea6144a9985b4917ee215c15_262)] | | | [removed: [49](#i2e7d0098415d4de9b6b534648be7ba23_106)] [added: [47](#i48952da8ea6144a9985b4917ee215c15_262)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i2e7d0098415d4de9b6b534648be7ba23_109)] [added: Flows](#i48952da8ea6144a9985b4917ee215c15_265)] | | | [removed: [50](#i2e7d0098415d4de9b6b534648be7ba23_109)] [added: [48](#i48952da8ea6144a9985b4917ee215c15_265)] | | |
| [Note 1: Summary of Significant Accounting [removed: Policies](#i2e7d0098415d4de9b6b534648be7ba23_115)] [added: Policies](#i48952da8ea6144a9985b4917ee215c15_271)] | | | [removed: [52](#i2e7d0098415d4de9b6b534648be7ba23_115)] [added: [50](#i48952da8ea6144a9985b4917ee215c15_271)] | | |
| [Note 2: New Accounting [removed: Standards](#i2e7d0098415d4de9b6b534648be7ba23_118)] [added: Standards](#i48952da8ea6144a9985b4917ee215c15_274)] | | | [removed: [57](#i2e7d0098415d4de9b6b534648be7ba23_118)] [added: [55](#i48952da8ea6144a9985b4917ee215c15_274)] | | |
| [Note 3: Discontinued [removed: Operations](#i2e7d0098415d4de9b6b534648be7ba23_2134)] [added: Operations](#i48952da8ea6144a9985b4917ee215c15_277)] | | | [removed: [58](#i2e7d0098415d4de9b6b534648be7ba23_2134)] [added: [55](#i48952da8ea6144a9985b4917ee215c15_277)] | | |
| [Note 8: Property, Plant and [removed: Equipment](#i2e7d0098415d4de9b6b534648be7ba23_133)] [added: Equipment](#i48952da8ea6144a9985b4917ee215c15_292)] | | | [removed: [66](#i2e7d0098415d4de9b6b534648be7ba23_133)] [added: [63](#i48952da8ea6144a9985b4917ee215c15_292)] | | |
| [Note 9: Goodwill and Other Intangible [removed: Assets](#i2e7d0098415d4de9b6b534648be7ba23_136)] [added: Assets](#i48952da8ea6144a9985b4917ee215c15_295)] | | | [removed: [67](#i2e7d0098415d4de9b6b534648be7ba23_136)] [added: [63](#i48952da8ea6144a9985b4917ee215c15_295)] | | |
| [Note 10: Accrued [removed: Liabilities](#i2e7d0098415d4de9b6b534648be7ba23_139)] [added: Liabilities](#i48952da8ea6144a9985b4917ee215c15_298)] | | | [removed: [68](#i2e7d0098415d4de9b6b534648be7ba23_139)] [added: [65](#i48952da8ea6144a9985b4917ee215c15_298)] | | |
| [Note 12: Benefit [removed: Plans](#i2e7d0098415d4de9b6b534648be7ba23_145)] [added: Plans](#i48952da8ea6144a9985b4917ee215c15_304)] | | | [removed: [73](#i2e7d0098415d4de9b6b534648be7ba23_145)] [added: [69](#i48952da8ea6144a9985b4917ee215c15_304)] | | |
| [Note 13: Stockholders’ Equity and Noncontrolling [removed: Interests](#i2e7d0098415d4de9b6b534648be7ba23_148)] [added: Interests](#i48952da8ea6144a9985b4917ee215c15_310)] | | | [removed: [79](#i2e7d0098415d4de9b6b534648be7ba23_148)] [added: [76](#i48952da8ea6144a9985b4917ee215c15_310)] | | |
| [Note 14: Accumulated Other Comprehensive Income [removed: (Loss)](#i2e7d0098415d4de9b6b534648be7ba23_151)] [added: (Loss)](#i48952da8ea6144a9985b4917ee215c15_313)] | | | [removed: [80](#i2e7d0098415d4de9b6b534648be7ba23_151)] [added: [76](#i48952da8ea6144a9985b4917ee215c15_313)] | | |
| [Note 15: Revenue from Contracts with [removed: Customers](#i2e7d0098415d4de9b6b534648be7ba23_154)] [added: Customers](#i48952da8ea6144a9985b4917ee215c15_316)] | | | [removed: [81](#i2e7d0098415d4de9b6b534648be7ba23_154)] [added: [78](#i48952da8ea6144a9985b4917ee215c15_316)] | | |
| [Note 16: Income [removed: Taxes](#i2e7d0098415d4de9b6b534648be7ba23_160)] [added: Taxes](#i48952da8ea6144a9985b4917ee215c15_325)] | | | [removed: [84](#i2e7d0098415d4de9b6b534648be7ba23_160)] [added: [80](#i48952da8ea6144a9985b4917ee215c15_325)] | | |
| [Note 18: Stock-Based Compensation [removed: Plans](#i2e7d0098415d4de9b6b534648be7ba23_169)] [added: Plans](#i48952da8ea6144a9985b4917ee215c15_331)] | | | [removed: [88](#i2e7d0098415d4de9b6b534648be7ba23_169)] [added: [86](#i48952da8ea6144a9985b4917ee215c15_331)] | | |
| [Note 19: Hedging Activities, Derivative Instruments and Credit [removed: Risk](#i2e7d0098415d4de9b6b534648be7ba23_172)] [added: Risk](#i48952da8ea6144a9985b4917ee215c15_334)] | | | [removed: [92](#i2e7d0098415d4de9b6b534648be7ba23_172)] [added: [89](#i48952da8ea6144a9985b4917ee215c15_334)] | | |
| [Note 20: Fair Value [removed: Measurements](#i2e7d0098415d4de9b6b534648be7ba23_175)] [added: Measurements](#i48952da8ea6144a9985b4917ee215c15_337)] | | | [removed: [94](#i2e7d0098415d4de9b6b534648be7ba23_175)] [added: [92](#i48952da8ea6144a9985b4917ee215c15_337)] | | |
| [Note 22: Other Operating [removed: Expense](#i2e7d0098415d4de9b6b534648be7ba23_181)] [added: Expense](#i48952da8ea6144a9985b4917ee215c15_343)] | | | [removed: [97](#i2e7d0098415d4de9b6b534648be7ba23_181)] [added: [96](#i48952da8ea6144a9985b4917ee215c15_343)] | | |
| [Note 23: Segment [removed: Reporting](#i2e7d0098415d4de9b6b534648be7ba23_184)] [added: Reporting](#i48952da8ea6144a9985b4917ee215c15_346)] | | | [removed: [97](#i2e7d0098415d4de9b6b534648be7ba23_184)] [added: [96](#i48952da8ea6144a9985b4917ee215c15_346)] | | |
[removed: | [Note 25:] [added: Note 24:] Earnings Per [removed: Share](#i2e7d0098415d4de9b6b534648be7ba23_190) | | | [100](#i2e7d0098415d4de9b6b534648be7ba23_190) | | |][added: Share]
| [Report Of Independent Registered Public Accounting [removed: Firm](#i2e7d0098415d4de9b6b534648be7ba23_196)] [added: Firm](#i48952da8ea6144a9985b4917ee215c15_358)] (PCAOB ID 34) | | | [removed: [101](#i2e7d0098415d4de9b6b534648be7ba23_196)] [added: [100](#i48952da8ea6144a9985b4917ee215c15_358)] | | |
| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Revenues | | | $ | [removed: 5,152.4] [added: 5,916.3] | | | | | $ | [removed: 3,973.2] [added: 5,152.4] | | | | | $ | [removed: 2,017.5] [added: 3,973.2] | |
| Cost of sales | | | [removed: 3,163.9] [added: 3,590.7] | | | | | | [removed: 2,568.3] [added: 3,163.9] | | | | | | [removed: 1,239.2] [added: 2,568.3] | | |
| Gross Profit | | | [removed: 1,988.5] [added: 2,325.6] | | | | | | [removed: 1,404.9] [added: 1,988.5] | | | | | | [removed: 778.3] [added: 1,404.9] | | |
| Selling and administrative expenses | | | [removed: 1,028.0] [added: 1,095.8] | | | | | | [removed: 789.3] [added: 1,028.0] | | | | | | [removed: 409.6] [added: 789.3] | | |
| Amortization of intangible assets | | | [removed: 332.9] [added: 347.6] | | | | | | [removed: 335.1] [added: 332.9] | | | | | | [removed: 105.3] [added: 335.1] | | |
| Impairment of other intangible assets | | | — | | | | | | [removed: 19.9] [added: —] | | | | | | [removed: —] [added: 19.9] | | |
| Other operating expense, net | | | [removed: 61.9] [added: 64.9] | | | | | | [removed: 201.0] [added: 61.9] | | | | | | [removed: 69.3] [added: 201.0] | | |
| Operating Income | | | [removed: 565.7] [added: 817.3] | | | | | | [removed: 59.6] [added: 565.7] | | | | | | [removed: 194.1] [added: 59.6] | | |
| Interest expense | | | [removed: 87.7] [added: 103.2] | | | | | | [removed: 111.1] [added: 87.7] | | | | | | [removed: 88.4] [added: 111.1] | | |
| Loss on extinguishment of debt | | | [removed: 9.0] [added: 1.1] | | | | | | [removed: 2.0] [added: 9.0] | | | | | | [removed: 0.2] [added: 2.0] | | |
| Other income, net | | | [removed: (44.0)] [added: (29.2)] | | | | | | [removed: (8.1)] [added: (44.0)] | | | | | | [removed: (4.7)] [added: (8.1)] | | |
| Income (Loss) Before Income Taxes | | | [removed: 513.0] [added: 742.2] | | | | | | [removed: (45.4)] [added: 513.0] | | | | | | [removed: 110.2] [added: (45.4)] | | |
| Provision (benefit) for income taxes | | | [removed: (21.8)] [added: 149.6] | | | | | | [removed: 11.4] [added: (21.8)] | | | | | | [removed: 12.9] [added: 11.4] | | |
| [removed: Loss] [added: Income (loss)] on equity method investments | | | [removed: (11.4)] [added: 0.7] | | | | | | [removed: —] [added: (11.4)] | | | | | | — | | |
| Income (Loss) from Continuing Operations | | | [removed: 523.4] [added: 593.3] | | | | | | [removed: (56.8)] [added: 523.4] | | | | | | [removed: 97.3] [added: (56.8)] | | |
| Income from discontinued operations, net of tax | | | [removed: 41.6] [added: 15.2] | | | | | | [removed: 24.4] [added: 41.6] | | | | | | [removed: 61.8] [added: 24.4] | | |
| [Note 4: Acquisitions](#i48952da8ea6144a9985b4917ee215c15_280) | | | [57](#i48952da8ea6144a9985b4917ee215c15_280) | | |
| [Note 5: Restructuring](#i48952da8ea6144a9985b4917ee215c15_283) | | | [62](#i48952da8ea6144a9985b4917ee215c15_283) | | |
| [Note 6: Allowance for Credit Losses](#i48952da8ea6144a9985b4917ee215c15_286) | | | [62](#i48952da8ea6144a9985b4917ee215c15_286) | | |
| [Note 7: Inventories](#i48952da8ea6144a9985b4917ee215c15_289) | | | [63](#i48952da8ea6144a9985b4917ee215c15_289) | | |
| [Note 11: Debt](#i48952da8ea6144a9985b4917ee215c15_301) | | | [65](#i48952da8ea6144a9985b4917ee215c15_301) | | |
| [Note 17: Leases](#i48952da8ea6144a9985b4917ee215c15_328) | | | [83](#i48952da8ea6144a9985b4917ee215c15_328) | | |
| [Note 21: Contingencies](#i48952da8ea6144a9985b4917ee215c15_340) | | | [94](#i48952da8ea6144a9985b4917ee215c15_340) | | |
| [Note](#i48952da8ea6144a9985b4917ee215c15_355) [25: Subsequent Events](#i48952da8ea6144a9985b4917ee215c15_355) | | | [99](#i48952da8ea6144a9985b4917ee215c15_355) | | |
| Income from discontinued operations, net of tax | | | 15.2 | | | | | | 41.6 | | | | | | 24.4 | | |
| Earnings from discontinued operations | | | 0.04 | | | | | | 0.10 | | | | | | 0.06 | | |
| Net income (loss) attributable to Ingersoll Rand Inc. | | | $ | 604.7 | | | | | $ | 562.5 | | | | | $ | (33.3) | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 604.7 | | | | | | — | | | | | | — | | | | | | 604.7 | | | | | | 3.8 | | | | | | 608.5 | | |
| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (32.4) | | | | | | — | | | | | | — | | | | | | (32.4) | | | | | | — | | | | | | (32.4) | | |
| Balance at December 31, 2022 | | | 426.3 | | | | | | $ | 4.3 | | | | | $ | 9,476.8 | | | | | $ | 950.9 | | | | | $ | (251.7) | | | | | $ | (984.5) | | | | | $ | 9,195.8 | | | | | $ | 61.4 | | | | | $ | 9,257.2 | |
| Income from discontinued operations, net of tax | | | 15.2 | | | | | | 41.6 | | | | | | 24.4 | | |
| Amortization of intangible assets | | | 347.6 | | | | | | 332.9 | | | | | | 335.1 | | |
| Loss on extinguishment of debt | | | 1.1 | | | | | | 9.0 | | | | | | 2.0 | | |
| Other investing | | | 4.1 | | | | | | — | | | | | | — | | |
| Payments of interest rate cap premiums | | | (13.4) | | | | | | — | | | | | | — | | |
| Payments of deferred and contingent acquisition consideration | | | (4.6) | | | | | | — | | | | | | — | | |
| | | | For the Years Ended December 31, | | | | | | | | | | | | | | |
The grant date fair value of performance share units with external performance metrics (i.e. TSR) is determined using a Monte Carlo simulation pricing model.
For derivative instruments designated as net investment in a foreign operation, gains or losses are reported as currency translation adjustments.
In April 2022, the Company and its lenders executed Amendment No. 8 to the Credit Agreement, the primary purpose of which was to change the reference rate for existing and new borrowings under the Credit Agreement by replacing LIBOR with the Secured Overnight Financing Rate (“SOFR”).
We applied practical expedients provided in Topic 848 allowing for the changes in contractual terms to be accounted for prospectively.
These modifications had no significant impact on our consolidated financial statements.
Refer to Note 11 “[Debt](#i48952da8ea6144a9985b4917ee215c15_301)” for further information regarding the terms of the Credit Agreement.
In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.
This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude.
The amendments in this update are effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023.
As of December 31, 2021, total assets of discontinued operations comprised cash and cash equivalents of $6.2 million, inventories of $5.6 million, accounts receivable, net of $2.5 million, and plant, property and equipment, net of $1.2 million and total liabilities of discontinued operations comprised accrued liabilities of $14.9 million and accounts payable of $2.2 million.
Note 4: Acquisitions
2022 Acquisitions
On February 1, 2022, the Company acquired Houdstermaatschappij Jorc B.V. (“Jorc”), a manufacturer of condensate management products, for aggregate cash consideration of $30.2 million.
Jorc has been reported in the Industrial Technologies and Services segment from the date of acquisition.
On September 1, 2022, the Company acquired Westwood Technical Limited (“Westwood Technical”), a control and instrumentation specialist based in the United Kingdom with unique Industrial Internet of Things (IIoT) capabilities, for aggregate cash consideration of $8.1 million and contingent consideration of up to $9.3 million.
Westwood Technical has been reported in the Precision and Science Technologies segment from the date of acquisition.
On September 1, 2022, the Company acquired Holtec Gas Systems LLC (“Holtec”), a nitrogen generator manufacturer, for cash consideration of $12.6 million.
Holtec has been reported in the Industrial Technologies and Services segment from the date of acquisition.
On September 1, 2022, the Company acquired Hydro Prokav Pumps (India) Private Limited (“Hydro Prokav”) for cash consideration of $14.0 million.
| [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 11: Debt](#i2e7d0098415d4de9b6b534648be7ba23_142) | | | [69](#i2e7d0098415d4de9b6b534648be7ba23_142) | | |
| [Note 17: Leases](#i2e7d0098415d4de9b6b534648be7ba23_163) | | | [86](#i2e7d0098415d4de9b6b534648be7ba23_163) | | |
| [Note 21: Contingencies](#i2e7d0098415d4de9b6b534648be7ba23_178) | | | [95](#i2e7d0098415d4de9b6b534648be7ba23_178) | | |
| [Note 24: Related Party](#i2e7d0098415d4de9b6b534648be7ba23_187) | | | [99](#i2e7d0098415d4de9b6b534648be7ba23_187) | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets | | | | | | | | | | | |
| Liabilities of discontinued operations - long-term | | | — | | | | | | 192.8 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2018 | | | 201.1 | | | | | | $ | 2.0 | | | | | $ | 2,282.7 | | | | | $ | (308.7) | | | | | $ | (247.0) | | | | | $ | (53.0) | | | | | $ | 1,676.0 | | | | | $ | — | | | | | $ | 1,676.0 | |
| Adoption of new accounting standard (ASU 2018-02) | | | — | | | | | | — | | | | | | — | | | | | | 8.2 | | | | | | (8.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Net cash used in financing activities | | | — | | | | | | — | | | | | | (1.2) | | |
| Capital expenditures in accounts payable | | | 3.5 | | | | | | 4.0 | | | | | | 4.8 | | |
The tax provision for the year ended December 31, 2021 reflects this decision.
All of the additional calculations and rule changes found in the Tax Act have been considered in the tax provision for the year ended December 31, 2021.
The Company has not utilized any of the optional expedients or exceptions available under this ASU.
The Company will continue to assess whether this ASU is applicable throughout the effective period.
In December 2019, the FASB issued ASU 2019-12, *Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes*.
The amendments in this update simplify the accounting for income taxes by removing certain exceptions and amending and clarifying existing guidance.
The guidance is effective for public companies beginning with the first quarter of 2021.
Early adoption is permitted.
The Company adopted this guidance on January 1, 2021.
The Company has not utilized any of the optional expedients or exceptions available under Topic 848.
The Company will continue to assess whether this ASU is applicable through December 31, 2022, in conjunction with our assessment of ASU 2020-4.
SVT is presented as a discontinued operation and its net assets are classified as held for sale for all periods presented.
The Company recognized a pre-tax gain on sale of $298.3 million for the year ended December 31, 2021.
HPS is presented as a discontinued operation and its net assets are classified as held for sale for all periods presented.
The Company recognized a pre-tax loss on sale of $207.7 million for the year ended December 31, 2021.
| Interest expense | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.5 | | | | | | — | | | | | | — | | | | | | 0.5 | | |
The carrying value of major classes of assets and liabilities related to SVT and HPS that were included in discontinued operations at December 31, 2021 and December 31, 2020 are shown in the table below.
Long-term assets and liabilities as of December 31, 2021 have been reclassified as current in the Consolidated Balance Sheets.
| Current assets: | | | | | | | | | | | |
| Inventories | | | 5.6 | | | | | | 226.9 | | |
| Total current assets | | | 14.4 | | | | | | 337.4 | | |
| Goodwill | | | — | | | | | | 721.0 | | |
| Total non-current assets | | | 1.2 | | | | | | 1,862.8 | | |
An excerpt. Shown here: 40 of 719 rewritten, 40 of 291 added and 40 of 229 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9A. CONTROLS AND PROCEDURES
6 rewritten, 2 added, 1 removed, 17 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: 2021.][added: 2022.]
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, [removed: 2021] [added: 2022] as disclosed in Note 4 to the consolidated financial statements.
These businesses represented [added: less than] 1% of the Company’s consolidated total assets (excluding goodwill and intangibles which were included in management’s assessment of internal control over financial reporting as of December 31, [removed: 2021)] [added: 2022)] and [removed: 3%] [added: less than 1%] of the consolidated total revenues as of and for the year ended December 31, [removed: 2021.][added: 2022.]
Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, [removed: 2021.][added: 2022.]
Based on that evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]
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 [added: our 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, 2022 as disclosed in Note 4 to the consolidated financial statements.
These businesses represented less than 1% of the Company’s consolidated total assets (excluding goodwill and intangibles which were included in management’s assessment of internal control over financial reporting as of December 31, 2022) and less than 1% of the consolidated total revenues as of and for the year ended December 31, 2022.
our internal control over financial reporting.
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: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference.
We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]
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: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference.
We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
6 rewritten, 1 added, 2 removed, 8 unchanged
Except as set forth below, the information required by this Item will be included in our definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference.
We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]
The following table provides information as of December 31, [removed: 2021] [added: 2022] about our common stock that may be issued upon the exercise of options, warrants and rights granted to employees, consultants or directors under all of the existing equity compensation plans including our 2013 Stock Incentive Plan and 2017 Omnibus Incentive Plan.
(1)Total includes [removed: 2,909,263] [added: 2,410,383] stock options under the Company’s 2013 Stock Incentive Plan and [removed: 3,764,964] [added: 3,902,961] stock options and [removed: 3,462,370] [added: 3,082,508] restricted stock units under the Company’s 2017 Omnibus Incentive Plan.
(3)These shares are available for grant as of December 31, [removed: 2021] [added: 2022] under the Company’s 2017 Omnibus Incentive Plan.
This includes 8,550,000 shares initially authorized for issuance under the Company’s 2017 Omnibus Incentive [added: Plan, 11,000,000 shares authorized for issuance under the Company’s 2017 Omnibus Incentive] Plan [added: as part of the merger with Ingersoll Rand Industrial] and shares subject to awards [added: 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 | | | 9,395,852 | | | | | | $ | 25.41 | | | | | 8,482,699 | | |
| Equity compensation plans approved by securityholders | | | 10,136,597 | | | | | | $ | 21.76 | | | | | 10,717,115 | | |
under the Company’s 2013 Stock Incentive Plan that expired or were otherwise forfeited or terminated in accordance with their terms without the delivery of shares of the Company’s common stock in settlement thereof.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference.
We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]
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: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference.
We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
60 rewritten, 2 added, 6 removed, 47 unchanged
| | | | Consolidated Statements of Operations - For the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [46](#i2e7d0098415d4de9b6b534648be7ba23_97)] [added: [44](#i48952da8ea6144a9985b4917ee215c15_253)] | | |
| | | | Consolidated Statements of Comprehensive Income - For the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [47](#i2e7d0098415d4de9b6b534648be7ba23_100)] [added: [45](#i48952da8ea6144a9985b4917ee215c15_256)] | | |
| | | | Consolidated Balance Sheets - As of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [48](#i2e7d0098415d4de9b6b534648be7ba23_103)] [added: [46](#i48952da8ea6144a9985b4917ee215c15_259)] | | |
| | | | Consolidated Statements of Stockholders’ Equity - For the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [49](#i2e7d0098415d4de9b6b534648be7ba23_106)] [added: [47](#i48952da8ea6144a9985b4917ee215c15_262)] | | |
| | | | Consolidated Statements of Cash Flows - For the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [50](#i2e7d0098415d4de9b6b534648be7ba23_109)] [added: [48](#i48952da8ea6144a9985b4917ee215c15_265)] | | |
| | | | Notes to Consolidated Financial Statements | | | [removed: [52](#i2e7d0098415d4de9b6b534648be7ba23_112)] [added: [50](#i48952da8ea6144a9985b4917ee215c15_268)] | | |
| | | | Report of Independent Registered Public Accounting Firm | | | [removed: [101](#i2e7d0098415d4de9b6b534648be7ba23_196)] [added: [100](#i48952da8ea6144a9985b4917ee215c15_358)] | | |
| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917001043/s001556x15_ex4-2.htm)] [added: [10.37](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)] [added: 6, 2019)] | | |
| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex43xdescriptionofin.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex43xdescriptionofin.htm)] | | | | | | Description of Ingersoll Rand Inc.’s Securities [added: (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K filed on February 25, 2022)] | | |
| [removed: [10.9](https://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex109xamendmentno7to.htm)] [added: [10.9](http://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 [added: (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed on February 25, 2022)] | | |
| [removed: [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)] [added: [10.11](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, 2017) | | |
| [removed: [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)] [added: [10.12](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, 2017) | | |
| [removed: [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)] [added: [10.13](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, 2017) | | |
| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-10.htm)] [added: [10.17†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)] | | | | | | [removed: Indemnification Agreement, dated as] [added: Form] of [removed: July 30, 2013, by and among KKR Renaissance Aggregator L.P.; KKR Renaissance Aggregator GP LLC;] [added: Director Stock Option Agreement under the 2013 Stock Incentive Plan for Key Employees of] Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent [removed: Corp.); Gardner Denver, Inc.] [added: Corp.)] and [removed: Kohlberg Kravis Roberts & Co. L.P.] [added: its Subsidiaries] (incorporated by reference to Exhibit [removed: 10.10] [added: 10.16] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1699150/000156761917001043/s001556x15_ex4-1.htm)] [added: [10.33†](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)] [added: April 27, 2018)] | | |
| [removed: [10.15†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-13.htm)] [added: [10.14†](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, 2017) | | |
| [removed: [10.16†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-14.htm)] [added: [10.15†](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, 2017) | | |
| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-15.htm)] [added: [10.16](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, 2017) | | |
| [removed: [10.18†](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_ex10-17.htm)] | | | | | | Form of [removed: Director] [added: Management] Stock Option Agreement [added: (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 [removed: 10.16] [added: 10.17] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.19†](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_ex10-18.htm)] | | | | | | Form of Management Stock Option Agreement [removed: (December 2013)] [added: (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 [removed: 10.17] [added: 10.18] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.20†](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_ex10-19.htm)] | | | | | | Form of Management Stock Option Agreement (May [removed: 2015)] [added: 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 [removed: 10.18] [added: 10.19] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.21†](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_ex10-20.htm)] | | | | | | Form of Management Stock Option Agreement (May 2016, [removed: 3] [added: 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 [removed: 10.19] [added: 10.20] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.22†](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_ex10-21.htm)] | | | | | | Form of Management Stock Option Agreement [removed: (May 2016, 5 year vesting)] [added: (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 [removed: 10.20] [added: 10.21] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.23†](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_ex10-22.htm)] | | | | | | Form of [removed: Management] [added: Amendment to] Stock Option Agreement [removed: (December 2016)] [added: 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 [removed: 10.21] [added: 10.22] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.24†](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_ex10-23.htm)] | | | | | | [removed: Form of Amendment to] Stock Option [removed: Agreement or Stock Appreciation Right Agreement] [added: Agreement, dated as of March 7, 2014,] under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) [added: between Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.)] and [removed: its Subsidiaries] [added: Andrew Schiesl] (incorporated by reference to Exhibit [removed: 10.22] [added: 10.23] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.25†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-23.htm)] [added: [10.28†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-31.htm)] | | | | | | [removed: Stock Option Agreement,] [added: Offer Letter,] dated [removed: as of March 7, 2014, under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.)] [added: November 25, 2013,] between Gardner [removed: Denver Holdings,] [added: Denver,] Inc. [removed: (formerly known as Renaissance Parent Corp.)] and [removed: Andrew] [added: Andy] Schiesl (incorporated by reference to Exhibit [removed: 10.23] [added: 10.31] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.26†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-24.htm)] [added: [10.25†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-24.htm)] | | | | | | Form of Sale Participation Agreement (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.27†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-25.htm)] [added: [10.26†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-25.htm)] | | | | | | Offer Letter, dated April 17, 2015, between Vicente Reynal and Gardner Denver, Inc. (incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.28†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-26.htm)] [added: [10.27†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-26.htm)] | | | | | | Offer Letter, dated November 19, 2015, between Vicente Reynal and Gardner Denver, Inc. (incorporated by reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |
| [removed: [10.29†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-31.htm)] [added: [10.29†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118041472/ex10_1.htm)] | | | | | | [removed: Offer Letter,] [added: Employment Contract,] dated [removed: November 25, 2013,] [added: September 11, 2018] between Gardner [removed: Denver, Inc.] [added: Denver Deutschland GmbH] and [removed: Andy Schiesl] [added: Enrique Miñarro Viseras] (incorporated by reference to Exhibit [removed: 10.31] [added: 10.1] to the Registrant’s [removed: Registration Statement] [added: Quarterly Report] on Form [removed: S-1] [added: 10-Q] filed on [removed: February 28, 2017)] [added: October 29, 2018)] | | |
| [removed: [10.30†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118041472/ex10_1.htm)] [added: [10.30†](https://www.sec.gov/Archives/edgar/data/1699150/000162828022028451/ir2022q3ex101xemploymentag.htm)] | | | | | | Employment [removed: Contract,] [added: Agreement,] dated September [removed: 11, 2018] [added: 1, 2022,] between [removed: Gardner Denver Deutschland GmbH] [added: Ingersoll Rand Inc.] and [removed: Enrique Miñarro Viseras] [added: Vicente Reynal] (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on [removed: October 29, 2018)] [added: November 4, 2022)] | | |
| [removed: [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)] [added: [10.34†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_2.htm)] | | | | | | Form of [added: Director] Restricted Stock Unit Grant Notice and Agreement [removed: (2018)] under the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s Quarterly Report on Form 10-Q filed on April 27, 2018) | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_2.htm)[4](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_2.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_2.htm)] [added: [10.35†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118008833/ex10_42.htm)] | | | | | | Form of [removed: Director Restricted] Stock [removed: Unit] [added: Option] Grant Notice and Agreement under the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.2] [added: 10.42] to the Registrant’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] filed on [removed: April 27,] [added: February 16,] 2018) | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036118008833/ex10_42.htm)[5](http://www.sec.gov/Archives/edgar/data/1699150/000114036118008833/ex10_42.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118008833/ex10_42.htm)] [added: [10.57†](http://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex1057xoptiongrantag.htm)] | | | | | | Form of Stock Option Grant Notice and Agreement [added: (2022)] under the [removed: Gardner Denver Holdings,] [added: Ingersoll Rand] Inc. [added: Amended and Restated] 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.42] [added: 10.57] to the Registrant’s Annual Report on Form 10-K filed on February [removed: 16, 2018)] [added: 25, 2022)] | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036119004014/h10061123x1_ex10-36.htm)[6](http://www.sec.gov/Archives/edgar/data/1699150/000114036119004014/h10061123x1_ex10-36.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036119004014/h10061123x1_ex10-36.htm)] [added: [10.36†](http://www.sec.gov/Archives/edgar/data/1699150/000114036119004014/h10061123x1_ex10-36.htm)] | | | | | | Gardner Denver, Inc. Supplemental Excess Defined Contribution Plan (January 1, 2019 Restatement) (incorporated by reference to Exhibit 10.36 to the [removed: Registrants] [added: Registrant’s] Annual Report on Form 10-K filed on February 27, 2019) | | |
| [removed: [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)] [added: [10.43](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_3.htm)] | | | | | | [removed: Amendment No. 1 to the Stockholders] [added: Employee Matters] Agreement, dated as of [removed: April 30, 2019, between] [added: February 29, 2020, by and among Ingersoll-Rand plc, Ingersoll-Rand U.S. HoldCo, Inc. and] Gardner Denver Holdings, Inc. [removed: and KKR Renaissance Aggregator L.P.] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the Registrant’s Current Report on Form 8-K filed on [removed: May 6, 2019)] [added: March 4, 2020)] | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036120017479/ex10_2.htm)[8](http://www.sec.gov/Archives/edgar/data/1699150/000114036120017479/ex10_2.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120017479/ex10_2.htm)] [added: [10.38†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120017479/ex10_2.htm)] | | | | | | Transition Agreement, dated June 12, 2020, between Ingersoll Rand Inc. and Emily Weaver (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 4, 2020) | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_43.htm)[9](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_43.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_43.htm)] [added: [10.39†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_43.htm)] | | | | | | Form of Stock Option Grant Notice and Agreement under the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_44.htm)[40](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_44.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_44.htm)] [added: [10.40†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_44.htm)] | | | | | | Form of Restricted Stock Unit Grant Notice and Agreement (2019) under the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan | | |
| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_1.htm)[1](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_1.htm)] [added: [10.41](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_1.htm)] | | | | | | Transition Services Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. Holdco, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 4, 2020) | | |
| [10.10](https://www.sec.gov/Archives/edgar/data/1699150/000162828022013032/ir2022q1ex101-amendmentno8.htm) | | | | | | Amendment No. 8 to Credit Agreement, dated as of April 1, 2022, by and among Gardner Denver, Inc., as U.S. Borrower, and Citibank, N.A. as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 6, 2022) | | |
| [10.58†](https://www.sec.gov/Archives/edgar/data/1699150/000162828022028451/ir2022q3ex102xperformances.htm) | | | | | | Performance Stock Unit Grant Notice and Agreement, dated September 1, 2022, between Ingersoll Rand Inc. and Vicente Reynal (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 4, 2022) | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
Schedule to Consolidated Financial Statements
| | | | Schedule I - Condensed Financial Statements Ingersoll Rand Inc. (Parent Company Only) | | | [112](#i2e7d0098415d4de9b6b534648be7ba23_238) | | |
| [10.56†](https://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex1056xrsugrantagree.htm) | | | | | | Form of Restricted Stock Unit Grant Notice and Agreement (4-yr vesting) (2022) under the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan | | |
| [10.57†](https://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex1057xoptiongrantag.htm) | | | | | | Form of Stock Option Grant Notice and Agreement (2022) under the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan | | |
An excerpt. Shown here: 40 of 60 rewritten, all 2 added and all 6 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE in the FY2022 filing and the FY2021 filing.
Item 16. FORM 10-K SUMMARY
4 rewritten, 8 added, 87 removed, 37 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: 25th] [added: 21st] day of February [removed: 2022,] [added: 2023,] by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the [removed: 25th] [added: 21st] day of February [removed: 2022,] [added: 2023,] by the following persons on behalf of the registrant and in the capacities indicated.
| /s/ Vikram U. Kini | | | | | | [added: Senior] Vice President and Chief Financial Officer | | |
| /s/ Michael J. Scheske | | | | | | Vice President and [removed: Corporate Controller] [added: Chief Accounting Officer] | | |
| /s/ Jennifer Hartsock | | | | | | Director | | |
| Jennifer Hartsock | | | | | | | | |
| /s/ Mark Stevenson | | | | | | Director | | |
| Mark Stevenson | | | | | | | | |
| | | | | | | | | |
| /s/ Michael Stubblefield | | | | | | Director | | |
| Michael Stubblefield | | | | | | | | |
| | | | | | | | | |
| /s/ Elizabeth Centoni | | | | | | Director | | |
| Elizabeth Centoni | | | | | | | | |
SCHEDULE 1 – INGERSOLL RAND INC.
(PARENT COMPANY ONLY)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in millions)
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | For the Years Ended December 31, | | | | | | | | | | | | | | |
| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |
| Revenues | | | $ | — | | | | | $ | — | | | | | $ | — | |
| Cost of sales | | | 1.0 | | | | | | 14.6 | | | | | | 0.6 | | |
| Gross Profit | | | (1.0) | | | | | | (14.6) | | | | | | (0.6) | | |
| Operating costs | | | 67.9 | | | | | | 30.9 | | | | | | 10.4 | | |
| Other operating expense, net | | | (8.4) | | | | | | (4.9) | | | | | | (47.0) | | |
| Operating Income (Loss) | | | (60.5) | | | | | | (40.6) | | | | | | 36.0 | | |
| Interest income | | | (28.8) | | | | | | 42.5 | | | | | | 42.3 | | |
| Income (Loss) Before Income Taxes | | | (89.3) | | | | | | 1.9 | | | | | | 78.3 | | |
| Income tax provision (benefit) | | | (18.1) | | | | | | (3.9) | | | | | | (5.1) | | |
| Income (Loss) of Parent Company | | | (71.2) | | | | | | 5.8 | | | | | | 83.4 | | |
| Equity in undistributed income of subsidiaries | | | 592.1 | | | | | | (63.5) | | | | | | 13.9 | | |
| Income (Loss) from Continuing Operations | | | 520.9 | | | | | | (57.7) | | | | | | 97.3 | | |
| Income from discontinued operations, net of tax | | | 41.6 | | | | | | 24.4 | | | | | | 61.8 | | |
| Net Income (Loss) | | | 562.5 | | | | | | (33.3) | | | | | | 159.1 | | |
| Other comprehensive income (loss) | | | (54.3) | | | | | | 270.2 | | | | | | (0.8) | | |
| Comprehensive Income | | | $ | 508.2 | | | | | $ | 236.9 | | | | | $ | 158.3 | |
BALANCE SHEETS
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | As of December 31, | | | | | | | | |
| | | | 2021 | | | | | | 2020 | | |
| Assets | | | | | | | | | | | |
| Current assets: | | | | | | | | | | | |
| Cash and cash equivalents | | | $ | — | | | | | $ | — | |
| Other current assets | | | — | | | | | | 0.4 | | |
| Total current assets | | | — | | | | | | 0.4 | | |
| Equity in net assets of subsidiaries | | | 8,513.3 | | | | | | 8,006.0 | | |
| Intercompany receivables | | | 484.1 | | | | | | 1,107.3 | | |
| Deferred tax assets | | | 10.8 | | | | | | 10.9 | | |
| Total assets | | | $ | 9,008.2 | | | | | $ | 9,124.6 | |
An excerpt. Shown here: all 4 rewritten, all 8 added and 40 of 87 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2022 filing and the FY2021 filing.