Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in millions, except per share amounts)


	For the Three Month Period Ended March 31,
	2022		2021
Revenues	$	1,337.0	$	1,129.5
Cost of sales	810.9		677.4
Gross Profit	526.1		452.1
Selling and administrative expenses	265.5		252.3
Amortization of intangible assets	86.2		84.2

Other operating expense (income), net	17.4		(5.7)
Operating Income	157.0		121.3
Interest expense	19.0		23.1

Other income, net	(4.6)		(2.5)
Income from Continuing Operations Before Income Taxes	142.6		100.7
Provision for income taxes	32.4		10.6
Loss on equity method investments	(4.3)		—
Income from Continuing Operations	105.9		90.1
Loss from discontinued operations, net of tax	(1.4)		(180.2)
Net Income (Loss)	104.5		(90.1)
Less: Net income attributable to noncontrolling interests	0.8		0.3
Net Income (Loss) Attributable to Ingersoll Rand Inc.	$	103.7	$	(90.4)

Amounts attributable to Ingersoll Rand Inc. common stockholders:
Income from continuing operations, net of tax	$	105.1	$	89.8
Loss from discontinued operations, net of tax	(1.4)		(180.2)
Net income (loss) attributable to Ingersoll Rand Inc.	$	103.7	$	(90.4)

Basic earnings (loss) per share of common stock:
Earnings from continuing operations	$	0.26	$	0.21
Loss from discontinued operations	—		(0.43)
Net earnings (loss)	0.25		(0.22)

Diluted earnings (loss) per share of common stock:
Earnings from continuing operations	$	0.25	$	0.21
Loss from discontinued operations	—		(0.42)
Net earnings (loss)	0.25		(0.21)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited; in millions)


	For the Three Month Period Ended March 31,
	2022		2021
Comprehensive Income (Loss) Attributable to Ingersoll Rand Inc.
Net income (loss) attributable to Ingersoll Rand Inc.	$	103.7	$	(90.4)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments, net	(28.8)		(99.8)

Pension and other postretirement prior service cost and gain (loss), net	(1.1)		1.2
Total other comprehensive loss, net of tax	(29.9)		(98.6)
Comprehensive income (loss) Attributable to Ingersoll Rand Inc.	$	73.8	$	(189.0)
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests	$	0.8	$	0.3
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net	0.6		(1.1)
Total other comprehensive income (loss), net of tax	0.6		(1.1)
Comprehensive income (loss) attributable to noncontrolling interests	1.4		(0.8)
Total Comprehensive Income (Loss)	$	75.2	$	(189.8)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in millions, except share amounts)


	March 31, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	1,990.2	$	2,109.6
Accounts receivable, net of allowance for credit losses of $43.7 and $42.3, respectively	1,013.9		948.6
Inventories	954.9		854.2
Other current assets	217.5		186.9
Assets of discontinued operations	9.5		15.6
Total current assets	4,186.0		4,114.9
Property, plant and equipment, net of accumulated depreciation of $376.0 and $357.7, respectively	635.2		648.6
Goodwill	5,981.4		5,981.6
Other intangible assets, net	3,816.3		3,912.7
Deferred tax assets	19.4		28.0
Other assets	466.5		468.7

Total assets	$	15,104.8	$	15,154.5
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings and current maturities of long-term debt	$	40.1	$	38.8
Accounts payable	701.4		670.5
Accrued liabilities	702.1		741.3
Liabilities of discontinued operations	10.0		17.1
Total current liabilities	1,453.6		1,467.7
Long-term debt, less current maturities	3,375.6		3,401.8
Pensions and other postretirement benefits	189.4		195.1
Deferred income taxes	708.0		708.6
Other liabilities	314.9		310.1

Total liabilities	$	6,041.5	$	6,083.3
Commitments and contingencies (Note 16)	—		—
Stockholders’ equity
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 424,454,853 and 423,785,571 shares issued as of March 31, 2022 and December 31, 2021, respectively	4.3		4.3
Capital in excess of par value	9,432.1		9,408.6
Retained earnings	474.1		378.6
Accumulated other comprehensive loss	(71.5)		(41.6)
Treasury stock at cost; 18,051,035 and 16,000,364 shares as of March 31, 2022 and December 31, 2021, respectively	(846.8)		(748.4)
Total Ingersoll Rand Inc. stockholders’ equity	$	8,992.2	$	9,001.5
Noncontrolling interests	71.1		69.7
Total stockholders’ equity	$	9,063.3	$	9,071.2
Total liabilities and stockholders’ equity	$	15,104.8	$	15,154.5

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited; in millions)


	Three Month Period Ended March 31, 2022
	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Ingersoll Rand Inc. Stockholders' Equity		Noncontrolling Interests		Total Equity
	Shares Issued	Par
Balance at beginning of period	423.8	$	4.3	$	9,408.6	$	378.6	$	(41.6)	$	(748.4)	$	9,001.5	$	69.7	$	9,071.2
Net income	—	—		—		103.7		—		—		103.7		0.8		104.5
Dividends declared	—	—		—		(8.2)		—		—		(8.2)		—		(8.2)
Issuance of common stock for stock-based compensation plans	0.7	—		4.5		—		—		—		4.5		—		4.5
Purchases of treasury stock	—	—		—		—		—		(101.1)		(101.1)		—		(101.1)
Issuance of treasury stock for stock-based compensation plans	—	—		(2.0)		—		—		2.7		0.7		—		0.7
Stock-based compensation	—	—		21.0		—		—		—		21.0		—		21.0
Other comprehensive income (loss), net of tax	—	—		—		—		(29.9)		—		(29.9)		0.6		(29.3)


Balance at end of period	424.5	$	4.3	$	9,432.1	$	474.1	$	(71.5)	$	(846.8)	$	8,992.2	$	71.1	$	9,063.3


	Three Month Period Ended March 31, 2021
	Common Stock			Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Ingersoll Rand Inc. Stockholders' Equity		Noncontrolling Interests		Total Equity
	Shares Issued	Par
Balance at beginning of period	420.1	$	4.2	$	9,310.3	$	(175.7)	$	14.2	$	(33.3)	$	9,119.7	$	69.8	$	9,189.5
Net income (loss)	—	—		—		(90.4)		—		—		(90.4)		0.3		(90.1)

Issuance of common stock for stock-based compensation plans	0.8	—		4.7		—		—		—		4.7		—		4.7
Purchases of treasury stock	—	—		—		—		—		(3.0)		(3.0)		—		(3.0)
Issuance of treasury stock for stock-based compensation plans	—	—		(1.1)		—		—		1.5		0.4		—		0.4
Stock-based compensation	—	—		23.9		—		—		—		23.9		—		23.9
Other comprehensive loss, net of tax	—	—		—		—		(98.6)		—		(98.6)		(1.1)		(99.7)


Balance at end of period	420.9	$	4.2	$	9,337.8	$	(266.1)	$	(84.4)	$	(34.8)	$	8,956.7	$	69.0	$	9,025.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in millions)


	For the Three Month Period Ended March 31,
	2022		2021
Cash Flows From Operating Activities From Continuing Operations:
Net income (loss)	$	104.5	$	(90.1)
Loss from discontinued operations, net of tax	(1.4)		(180.2)
Income from continuing operations	105.9		90.1
Adjustments to reconcile income from continuing operations to net cash provided by operating activities from continuing operations:
Amortization of intangible assets	86.2		84.2
Depreciation	22.3		21.3


Non-cash restructuring charges	2.2		—
Stock-based compensation expense	19.8		21.6
Loss on equity method investments	4.3		—
Foreign currency transaction gains, net	(3.8)		(18.1)


Other non-cash adjustments	2.0		(0.4)
Changes in assets and liabilities:
Receivables	(67.7)		(46.8)
Inventories	(99.4)		(50.0)
Accounts payable	41.0		27.1
Accrued liabilities	(37.8)		(1.4)
Other assets and liabilities, net	(24.9)		(40.1)
Net cash provided by operating activities from continuing operations	50.1		87.5
Cash Flows From Investing Activities From Continuing Operations:
Capital expenditures	(17.9)		(14.3)
Net cash paid in business combinations	(30.3)		(202.5)
Disposals of property, plant and equipment	—		9.6
Net cash used in investing activities from continuing operations	(48.2)		(207.2)
Cash Flows From Financing Activities From Continuing Operations:
Principal payments on long-term debt	(9.6)		(9.9)

Purchases of treasury stock	(101.1)		(3.0)
Cash dividends on common shares	(8.2)		—
Proceeds from stock option exercises	4.6		5.1
Payments of deferred acquisition consideration	(1.8)		—




Net cash used in financing activities from continuing operations	(116.1)		(7.8)
Cash Flows From Discontinued Operations:
Net cash provided by (used in) operating activities	(4.1)		34.8
Net cash used in investing activities	—		(1.0)

Net cash provided by (used in) discontinued operations	(4.1)		33.8
Effect of exchange rate changes on cash and cash equivalents	(1.1)		(17.6)
Net decrease in cash and cash equivalents	(119.4)		(111.3)
Cash and cash equivalents, beginning of period	2,109.6		1,750.9
Cash and cash equivalents, end of period	$	1,990.2	$	1,639.6
Supplemental Cash Flow Information
Cash paid for income taxes	$	29.1	$	26.7
Cash paid for interest	17.1		19.9

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INGERSOLL RAND INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited; in millions, except share and per share amounts)

Note 1. Basis of Presentation and Recent Accounting Pronouncements

Basis of Presentation

Ingersoll Rand Inc. is a diversified, global provider of mission-critical flow creation products and industrial solutions. The accompanying condensed consolidated financial statements include the accounts of Ingersoll Rand Inc. and its majority-owned subsidiaries (collectively referred to herein as “Ingersoll Rand” or the “Company”).

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. In the Company’s opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). We have reclassified certain prior year amounts, including the results of discontinued operations, to conform to the current year presentation. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations. See Note 2 “Discontinued Operations” for information on discontinued operations.

The results of operations for the three month period ended March 31, 2022 are not necessarily indicative of future results. The novel Coronavirus (“COVID-19”) pandemic and related supply chain constraints could impact the global economy. The Company’s operating results will be subject to fluctuations based on general economic conditions, and the extent to which COVID-19 may ultimately impact its business will depend on future developments.

Recently Adopted Accounting Standard Updates (“ASU”)

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for a limited time to ease the potential burden of accounting for reference rate reform on financial reporting. This guidance applies to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates. Also, in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which explicitly clarifies which contracts, hedging relationships, and other transactions are within the scope of the optional expedients and exceptions allowed under Topic 848. The Company has not utilized any of the optional expedients or exceptions available under these ASUs. We will continue to assess whether these ASUs, including the optional expedients and exceptions, are applicable through the effective period. As discussed in Note 19 “Subsequent Event,” the Company amended its credit agreement, effective April 1, 2022, to remove LIBOR as a reference rate for outstanding and future loans under the agreement.

Recently Issued Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this update are effective for fiscal years beginning after December 15, 2022 for public companies. Early adoption is permitted. The adoption is not expected to have a material impact on our consolidated financial statements.

Note 2. Discontinued Operations

Discontinued operations comprise two formerly-owned businesses, Specialty Vehicle Technologies (“SVT” or “Club Car”) and High Pressure Solutions (“HPS”). The results of operations, financial positions and cash flows of these businesses are reported as discontinued operations for all periods presented in these condensed consolidated financial statements.

Specialty Vehicle Technologies

On April 9, 2021, the Company entered into an agreement to sell Club Car to private equity firm Platinum Equity Advisors, LLC (“Platinum Equity”) for $1.68 billion in cash. The sale was substantially completed on June 1, 2021. The transfer of legal

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ownership of one non-U.S. subsidiary has not yet been completed due to local regulatory and administrative requirements. This transfer is expected to be completed in the second quarter of 2022.

SVT is presented as a discontinued operation and its net assets are classified as held for sale and comparable prior periods have been recast to reflect this change.

High Pressure Solutions

On February 14, 2021, the Company entered into an agreement to sell the majority interest in its High Pressure Solutions business to private equity firm American Industrial Partners. The Company received net cash proceeds of $278.3 million for its majority interest of 55%, and retained a 45% common equity interest in the newly-formed entity comprising the HPS business. This sale was substantially completed on April 1, 2021. The Company expects to maintain its minority investment in HPS indefinitely and is unable to estimate when this interest may be disposed.

HPS is presented as a discontinued operation and its net assets are classified as held for sale and comparable prior periods have been recast to reflect this change.

Financial information of discontinued operations

The results of operations attributable to discontinued operations are summarized below:


	Specialty Vehicle Technologies				High Pressure Solutions				Total
	For the Three Month Period Ended March 31,
	2022		2021		2022		2021		2022		2021
Revenues	$	4.0	$	240.3	$	—	$	62.4	$	4.0	$	302.7
Cost of sales	3.9		177.0		—		50.5		3.9		227.5
Gross Profit	0.1		63.3		—		11.9		0.1		75.2
Selling and administrative expenses	0.1		18.4		—		4.3		0.1		22.7
Amortization of intangible assets	—		9.5		—		2.4		—		11.9
Loss on disposal group	—		—		—		203.3		—		203.3
Other operating expense, net	0.2		7.0		1.6		8.1		1.8		15.1




Income (Loss) from Discontinued Operations Before Income Taxes	(0.2)		28.4		(1.6)		(206.2)		(1.8)		(177.8)
Provision (benefit) for income taxes	—		6.9		(0.4)		(4.5)		(0.4)		2.4
Income (Loss) from Discontinued Operations, Net of Tax	$	(0.2)	$	21.5	$	(1.2)	$	(201.7)	$	(1.4)	$	(180.2)

The carrying amount of assets and liabilities attributable to discontinued operations are shown in the table below. These primarily relate to non-U.S. subsidiaries subject to delayed closing terms due to local regulatory and administrative requirements.


	March 31, 2022		December 31, 2021


Cash and cash equivalents	$	—	$	6.2
Accounts receivable, net	3.5		2.5
Inventories	4.9		5.6
Other current assets	—		0.1

Property, plant and equipment, net	1.1		1.2







Total assets of discontinued operations	$	9.5	$	15.6




Accounts payable	$	1.4	$	2.2
Accrued liabilities	8.6		14.9
Total liabilities of discontinued operations	10.0		17.1

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The significant non-cash operating items and capital expenditures reflected in cash flows of discontinued operations for the three months periods ended March 31, 2022 and 2021 include the following:


	Specialty Vehicle Technologies				High Pressure Solutions				Total
	For the Three Month Period Ended March 31,
	2022		2021		2022		2021		2022		2021
Loss on sale	$	—	$	—	$	—	$	203.3	$	—	$	203.3
Depreciation and amortization	—		13.5		—		4.0		—		17.5
Stock-based compensation expense	—		1.7		—		0.8		—		2.5
Capital expenditures	—		(0.7)		—		(0.3)		—		(1.0)

Note 3. Business Combinations

Acquisitions in 2022

During 2022, the Company acquired Houdstermaatschappij Jorc B.V. (“Jorc”), a manufacturer of condensate management products, for cash consideration of $27.1 million. The Company also acquired two sales and services businesses in Europe for aggregate cash consideration of $6.4 million. All three businesses have been reported in the Industrial Technologies and Services segment from the date of acquisition. Substantially all of the consideration was attributed to goodwill and other intangible assets.

The aggregate revenue and operating income included in the condensed consolidated financial statements for these acquisitions subsequent to the dates of acquisition is $4.0 million and $0.7 million, respectively. The operating income of these acquired businesses include the effects of acquisition-related accounting adjustments such as amortization of intangible assets and fair value adjustments to acquired inventory.

Acquisitions in 2021

On January 31, 2021, the Company acquired the Vacuum and Blower Systems division of Tuthill Corporation for cash consideration of $184.0 million. The business operates under the tradenames M-D Pneumatics and Kinney Vacuum Pumps and is a leader in the design and manufacture of positive displacement blowers, mechanical vacuum pumps, vacuum boosters and engineered blower and vacuum systems. The results of this business are reported within the Industrial Technologies and Services segment from the date of acquisition. The goodwill recognized is attributable to the expected cost synergies, anticipated growth of new and existing customers, and the assembled workforce. The goodwill resulting from this acquisition is expected to be deductible for tax purposes.

On July 30, 2021, the Company acquired Maximus Solutions for cash consideration of $111.0 million, net of cash acquired. The business is a provider of digital controls and Industrial Internet of Things (IIoT) production management systems for the agritech software and controls market. The results of this business are reported within the Precision and Science Technologies segment from the date of acquisition. The goodwill recognized is attributable to synergies expected from combining Maximus’s significant expertise in digital controls and IIoT systems with other brands and channels in the Precision and Science Technologies segment and from anticipated growth from existing and new customers. None of the goodwill resulting from this acquisition is expected to be deductible for tax purposes.

On August 31, 2021, the Company acquired Seepex GmbH (“Seepex”) for cash consideration of $482.1 million, net of cash acquired. The business is a global leader in progressive cavity pump solutions. Seepex is a global leader in progressive cavity pump solutions. The acquisition expands the product portfolio of the Precision and Science Technologies segment with offerings that primarily serve the water, wastewater, food and beverage, and chemical end markets. The goodwill arising from the acquisition is attributable to the expected cost synergies, anticipated growth of new and existing customers, and the assembled workforce. None of this goodwill is expected to be deductible for tax purposes.

On October 29, 2021, the Company acquired Air Dimensions Inc. for cash consideration of $70.8 million. The business designs, manufactures and sells vacuum diaphragm pumps primarily for environmental applications. The acquisition is intended to expand the product portfolio of the Precision and Science Technologies segment and further penetrate end markets such as emission monitoring, biogas, utility and chemical processing. The goodwill arising from the acquisition is attributable to growth expected from product and channel synergies and to the assembled workforce. The goodwill resulting from this acquisition is expected to be deductible for tax purposes.

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On December 1, 2021, the Company acquired the assets of Tuthill Corporation’s Pump Group for cash consideration of $85.5 million. The business is a market leader in gear and piston pump solutions. The acquisition is intended to complement existing brands and technologies in the Precision and Science Technologies segment and further penetrate high growth end markets, including life and sciences, food and beverage, medical and water and wastewater treatment. The goodwill arising from the acquisition is attributable to revenue growth and cost savings opportunities and to the assembled workforce. The majority of the goodwill resulting from this acquisition is expected to be deductible for tax purposes.

Also during 2021, the Company acquired several sales and service businesses in the Industrial Technologies and Services segment and a pump technology business and sales and service business in the Precision and Science Technologies segment. The aggregate consideration for these acquisitions was $44.6 million.

The following table summarizes the preliminary allocation of consideration to the fair values of identifiable assets acquired and liabilities assumed at the acquisition date.


	Seepex		M-D Pneumatics and Kinney Vacuum Pumps		Maximus Solutions		All Others
Accounts receivable	$	24.9	$	4.8	$	4.3	9.4
Inventories	42.5		3.8		2.9		10.5
Other current assets	1.9		0.2		0.2		0.3
Property, plant and equipment	40.6		16.2		2.1		15.0
Goodwill	248.3		81.5		75.7		79.0
Other intangible assets	239.2		82.5		39.5		95.9
Other assets	1.3		—		—		—
Total current liabilities	(35.2)		(3.5)		(2.4)		(4.1)
Deferred tax liabilities	(75.4)		—		(11.3)		(4.1)
Other noncurrent liabilities	(6.0)		(1.5)		—		(0.9)
Total consideration	$	482.1	$	184.0	$	111.0	201.0

The revenues included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was $87.0 million and $10.6 million, respectively, for the three month periods ended March 31, 2022 and 2021. The operating income included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was $5.5 million and $3.8 million, respectively, for the three month periods ended March 31, 2022 and 2021. The operating income of these acquired businesses include the effects of acquisition-related accounting adjustments such as amortization of intangible assets and fair value adjustments to acquired inventory.

Note 4. Restructuring

Restructuring Program 2020 to 2022

Subsequent to the acquisition of Ingersoll Rand Industrial, the Company announced a restructuring program (“2020 Plan”) to create efficiencies and synergies, reduce the number of facilities and optimize operating margin within the merged Company. Through March 31, 2022, we recognized expense related to the 2020 Plan of $108.9 million, comprised of $82.3 million, $14.5 million and $12.1 million for Industrial Technologies and Services, Precision and Science Technologies and Corporate, respectively. The Company expects total expense for workforce restructuring, facility consolidation and other exit and disposal activities under the 2020 Plan to be approximately $110 million to $125 million.

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For the three month periods ended March 31, 2022 and 2021, “Restructuring charges, net” were recognized within “Other operating expense, net” in the Condensed Consolidated Statement of Operations and consisted of the following.


	For the Three Month Period Ended March 31,
	2022		2021
Industrial Technologies and Services	$	3.6	$	1.7
Precision and Science Technologies	7.6		0.3
Corporate	1.3		0.4
Restructuring charges, net	$	12.5	$	2.4

The following table summarizes the activity associated with the Company’s restructuring programs for the three month periods ended March 31, 2022 and 2021.


	For the Three Month Period Ended March 31,
	2022		2021
Balance at beginning of period	$	12.3	$	17.5
Charged to expense - termination benefits	8.3		2.4
Charged to expense - other (1)	2.0		—
Payments	(4.9)		(7.6)
Currency translation adjustment and other	(0.8)		(0.4)
Balance at end of period	$	16.9	$	11.9

(1) Excludes $2.2 million of non-cash charges that impacted restructuring expense but not the restructuring liabilities during the three month period ended March 31, 2022.

Note 5. Inventories

Inventories as of March 31, 2022 and December 31, 2021 consisted of the following.


	March 31, 2022		December 31, 2021
Raw materials, including parts and subassemblies	$	557.7	$	506.6
Work-in-process	111.6		88.6
Finished goods	310.0		283.4
	979.3		878.6
LIFO reserve	(24.4)		(24.4)
Inventories	$	954.9	$	854.2

Note 6. Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill attributable to each reportable segment for the three month period ended March 31, 2022 is presented in the table below.


	Industrial Technologies and Services		Precision and Science Technologies		Total
Balance at beginning of period	$	4,177.3	$	1,804.3	$	5,981.6
Acquisitions	25.8		—		25.8
Foreign currency translation and other(1)	(16.9)		(9.1)		(26.0)
Balance at end of period	$	4,186.2	$	1,795.2	$	5,981.4

(1)Includes measurement period adjustments.

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As of both March 31, 2022 and December 31, 2021, goodwill included accumulated impairment losses of $220.6 million within the Industrial Technologies and Services segment.

Other Intangible Assets, Net

Other intangible assets as of March 31, 2022 and December 31, 2021 consisted of the following.


	March 31, 2022						December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets
Customer lists and relationships	$	3,045.2	$	(1,109.4)	$	1,935.8	$	3,055.0	$	(1,048.3)	$	2,006.7
Technology	354.2		(86.9)		267.3		356.4		(77.8)		278.6
Tradenames	47.3		(19.9)		27.4		47.8		(19.0)		28.8
Backlog	3.0		(3.0)		—		8.1		(5.1)		3.0
Other	107.1		(80.7)		26.4		107.1		(76.9)		30.2
Unamortized intangible assets
Tradenames	1,559.4		—		1,559.4		1,565.4		—		1,565.4
Total other intangible assets	$	5,116.2	$	(1,299.9)	$	3,816.3	$	5,139.8	$	(1,227.1)	$	3,912.7

Intangible Asset Impairment Considerations

As of March 31, 2022 and December 31, 2021, there were no indications that the carrying value of goodwill and other intangible assets may not be recoverable.

Note 7. Accrued Liabilities

Accrued liabilities as of March 31, 2022 and December 31, 2021 consisted of the following.


	March 31, 2022		December 31, 2021
Salaries, wages and related fringe benefits	$	174.2	$	232.1
Contract liabilities	265.2		242.1
Product warranty	42.5		42.5
Operating lease liabilities	35.2		34.9
Restructuring	16.9		12.3
Taxes	40.2		41.6
Other	127.9		135.8
Total accrued liabilities	$	702.1	$	741.3

A reconciliation of the changes in the accrued product warranty liability for the three month periods ended March 31, 2022 and 2021 are as follows.


	For the Three Month Period Ended March 31,
	2022		2021
Balance at beginning of period	$	42.5	$	41.1
Product warranty accruals	4.2		4.4
Acquired warranty	—		0.1
Settlements	(3.8)		(4.8)
Foreign currency translation and other	(0.4)		(0.4)
Balance at end of period	$	42.5	$	40.4

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Note 8. Benefit Plans

Net Periodic Benefit Cost

The following table summarizes the components of net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans recognized for the three month periods ended March 31, 2022 and 2021.


	Pension Benefits								Other Postretirement Benefits
	U.S. Plans				Non-U.S. Plans
	For the Three Month Period Ended March 31,
	2022		2021		2022		2021		2022		2021
Service cost	$	1.1	$	1.7	$	0.9	$	1.1	$	—	$	—
Interest cost	2.8		2.7		1.6		1.2		0.2		0.2
Expected return on plan assets	(3.2)		(3.1)		(3.2)		(3.1)		—		—
Recognition of:
Unrecognized prior service cost	—		—		—		—		—		(0.1)
Unrecognized net actuarial loss	—		—		0.1		1.3		—		—

Gain on settlement	(0.9)		—		—		—		—		—
	$	(0.2)	$	1.3	$	(0.6)	$	0.5	$	0.2	$	0.1

The components of net periodic benefit cost other than the service cost component are included in “Other income, net” in the Condensed Consolidated Statements of Operations.

Note 9. Debt

Debt as of March 31, 2022 and December 31, 2021 is summarized as follows.


	March 31, 2022		December 31, 2021
Short-term borrowings	$	0.8	$	—
Long-term debt:
Revolving credit facility, due 2026	$	—	$	—

Dollar Term Loan B, due 2027(1)	1,860.4		1,865.0
Dollar Term Loan, due 2027(2)	908.2		910.5
Euro Term Loan, due 2027(3)	651.4		670.7

Finance leases and other long-term debt	22.6		23.9
Unamortized debt issuance costs	(27.7)		(29.5)
Total long-term debt, net, including current maturities	3,414.9		3,440.6
Current maturities of long-term debt	39.3		38.8
Total long-term debt, net	$	3,375.6	$	3,401.8

(1)As of March 31, 2022, this amount is presented net of unamortized discounts of $1.7 million. As of March 31, 2022, the applicable interest rate was approximately 2.21% and the weighted-average interest rate was 1.89% for the three month period ended March 31, 2022.

(2)As of March 31, 2022, this amount is presented net of unamortized discounts of $0.8 million. As of March 31, 2022, the applicable interest rate was approximately 2.21% and the weighted average interest rate was 1.89% for the three month period ended March 31, 2022.

(3)As of March 31, 2022, this amount is presented net of unamortized discounts of $0.6 million. As of March 31, 2022, the applicable interest rate was 2.00% and the weighted average interest rate was 2.00% for the three month period ended March 31, 2022.

Senior Secured Credit Facilities

The Senior Secured Credit Facilities provided senior secured financing consisting of (i) a senior secured term loan facility denominated in U.S. dollars (as refinanced and otherwise modified from time to time prior to February 28, 2020, the “Original Dollar Term Loan”), (ii) a senior secured term loan facility denominated in Euros (as refinanced and otherwise modified from time to time prior to February 28, 2020, the “Original Euro Term Loan”) and (iii) a senior secured revolving credit facility (as refinanced and otherwise modified from time to time the “Revolving Credit Facility”). The Revolving Credit Facility is available

to be drawn in U.S. dollars (“USD”), Euros (“EUR”), Great British Pounds (“GBP”) and other reasonably accepted foreign currencies, subject to certain sublimits for the foreign currencies.

See Note 11 “Debt” to the consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2021 for further information on the Senior Secured Credit Facilities.

As of March 31, 2022, the aggregate amount of commitments under the Revolving Credit Facility was $1,100.0 million and the capacity under the Revolving Credit Facility to issue letters of credit was $400.0 million. As of March 31, 2022, the Company had no outstanding borrowings under the Revolving Credit Facility, outstanding letters of credit under the Revolving Credit Facility of $5.7 million and unused availability under the Revolving Credit Facility of $1,094.3 million.

As of March 31, 2022, we were in compliance with all covenants of our Senior Secured Credit Facilities.

Note 10. Stock-Based Compensation Plans

The Company has outstanding stock-based compensation awards granted under the 2013 Stock Incentive Plan (“2013 Plan”) and the 2017 Omnibus Incentive Plan (“2017 Plan”) as described in Note 18, “Stock-Based Compensation Plans” to the consolidated financial statements in its 2021 Form 10-K.

The Company’s stock-based compensation awards are typically granted in the first quarter of the year and primarily consist of stock options, restricted stock units and performance share units. Eligible employees were also granted restricted stock units, during the three months ended September 30, 2020, that vest ratably over two years, subject to the passage of time and the employee's continued employment during such period. In some instances, such as death, awards may vest concurrently with or following an employee's termination.

Stock-Based Compensation

Stock-based compensation expense for the three month periods ended March 31, 2022 and 2021 are included in “Cost of sales” and “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations and are as follows.


	For the Three Month Period Ended March 31,
	2022		2021
Stock-based compensation expense recognized in:
Continuing operations	$	19.8	$	21.6
Discontinued operations	—		2.5
Total stock-based compensation expense	$	19.8	$	24.1

Stock-Based Compensation - Continuing Operations

In the three month period ended March 31, 2022, the $19.8 million of stock-based compensation expense included expense for equity awards granted under the 2013 and 2017 Plan of $21.0 million and a decrease in the liability for stock appreciation rights (“SAR”) of $1.2 million. Of the $21.0 million of expense for equity awards granted under the 2013 Plan and 2017 Plan, $13.0 million related to the $150 million equity grant to nearly 16,000 employees worldwide made in the third quarter of 2020 (“All-Employee Equity Grant”).

As of March 31, 2022, there was $111.8 million of total unrecognized compensation expense related to outstanding stock options, restricted stock unit awards and performance stock unit awards.

Stock Option Awards

Stock options are granted to employees with an exercise price equal to the fair value of the Company’s per share common stock on the date of grant. Stock option awards typically vest over four or five years and expire ten years from the date of grant.

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A summary of the Company’s stock option (including SARs) activity for the three month period ended March 31, 2022 is presented in the following table (underlying shares in thousands).


	Shares	Weighted-Average Exercise Price (per share)
Stock options outstanding as of December 31, 2021	6,746	$	21.76

Granted	731	53.09
Exercised or settled	(194)	23.66
Forfeited	(46)	32.53
Expired	—	—
Stock options outstanding as of March 31, 2022	7,237	24.81

Vested as of March 31, 2022	5,058	18.16

The following assumptions were used to estimate the fair value of options granted during the three month periods ended March 31, 2022 and 2021 using the Black-Scholes option-pricing model.


	For the Three Month Period Ended March 31,
Assumptions	2022		2021
Expected life of options (in years)	6.3		6.3
Risk-free interest rate	1.9	%	0.9	%
Assumed volatility	38.3	%	39.4	%
Expected dividend rate	0.2	%	0.0	%

Restricted Stock Unit Awards

Restricted stock units are granted to employees and non-employee directors based on the market price of the Company’s common stock on the grant date and recognized in compensation expense over the vesting period. A summary of the Company’s restricted stock unit activity for the three month period ended March 31, 2022 is presented in the following table (underlying shares in thousands).


	Shares	Weighted-Average Grant-Date Fair Value
Non-vested as of December 31, 2021	2,677	$	34.08

Granted	460	53.09
Vested	(427)	31.88
Forfeited	(72)	34.20
Non-vested as of March 31, 2022	2,638	37.74

Performance Share Unit Awards

Performance share units are granted to employees and are subject to a three year performance period. The number of shares issued at the end of the performance period is determined by the Company’s total shareholder return percentile rank versus the S&P 500 index for the three year performance period. The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation cost is recognized straight-line over a three year period.

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A summary of the Company’s performance stock unit activity for the three month period ended March 31, 2022 is presented in the following table (underlying shares in thousands).


	Shares	Weighted-Average Grant-Date Fair Value
Non-vested as of December 31, 2021	393	$	39.89
Granted	175	63.39
Forfeited	(15)	39.61
Non-vested as of March 31, 2022	553	47.33

The following assumptions were used to estimate the fair value of performance share units granted during the three month periods ended March 31, 2022 and 2021 using the Monte Carlo simulation pricing model.


	For the Three Month Period Ended March 31,
Assumptions	2022		2021
Expected term (in years)	2.9		2.9
Risk-free interest rate	1.7	%	0.2	%
Assumed volatility	36.4	%	36.9	%
Expected dividend rate	0.2	%	—	%

Note 11. Accumulated Other Comprehensive Income (Loss)

The Company’s other comprehensive income (loss) consists of (i) unrealized foreign currency net gains and losses on the translation of the assets and liabilities of its foreign operations; (ii) realized and unrealized foreign currency gains and losses on certain hedges of net investments in foreign operations, net of income taxes; (iii) unrealized gains and losses on cash flow hedges (consisting of interest rate swaps), net of income taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes. See Note 8 “Benefit Plans” and Note 12 “Hedging Activities, Derivative Instruments and Fair Value Measurements.”

The before tax income (loss) and related income tax effect are as follows.


	For the Three Month Period Ended March 31,
	2022						2021
	Before-Tax Amount		Tax Benefit or (Expense)		Net of Tax Amount		Before-Tax Amount		Tax Benefit or (Expense)		Net of Tax Amount
Foreign currency translation adjustments, net	$	(21.7)	$	(7.1)	$	(28.8)	$	(107.2)	$	7.4	$	(99.8)

Pension and other postretirement benefit prior service cost and gain or loss, net	(1.5)		0.4		(1.1)		1.5		(0.3)		1.2
Other comprehensive loss	$	(23.2)	$	(6.7)	$	(29.9)	$	(105.7)	$	7.1	$	(98.6)

The tables above include only the other comprehensive income (loss), net of tax, attributable to Ingersoll Rand Inc. Other comprehensive income (loss), net, attributable to noncontrolling interest holders was $0.6 million and $(1.1) million for the three month periods ended March 31, 2022 and 2021, respectively, and related entirely to foreign currency translation adjustments.

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Changes in accumulated other comprehensive income (loss) by component for the three month periods ended March 31, 2022 and 2021 are presented in the following table(1).


	Foreign Currency Translation Adjustments, Net		Pension and Other Postretirement Benefit Plans		Total
Balance as of December 31, 2021	$	(29.9)	$	(11.7)	$	(41.6)
Other comprehensive loss before reclassifications	(28.8)		(0.5)		(29.3)
Amounts reclassified from accumulated other comprehensive income (loss)	—		(0.6)		(0.6)
Other comprehensive loss	(28.8)		(1.1)		(29.9)

Balance as of March 31, 2022	$	(58.7)	$	(12.8)	$	(71.5)


	Foreign Currency Translation Adjustments, Net		Pension and Other Postretirement Benefit Plans		Total
Balance as of December 31, 2020	$	74.6	$	(60.4)	$	14.2
Other comprehensive income (loss) before reclassifications	(99.8)		0.2		(99.6)
Amounts reclassified from accumulated other comprehensive income (loss)	—		1.0		1.0
Other comprehensive income (loss)	(99.8)		1.2		(98.6)

Balance as of March 31, 2021	$	(25.2)	$	(59.2)	$	(84.4)

(1)All amounts are net of tax. Amounts in parentheses indicate debits.

Reclassifications out of accumulated other comprehensive income (loss) for the three month periods ended March 31, 2022 and 2021 are presented in the following table.


Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
Details about Accumulated Other Comprehensive Income (Loss) Components		For the Three Month Period Ended March 31,					Affected Line(s) in the Statement Where Net Income is Presented
	2022			2021




Amortization of defined benefit pension and other postretirement benefit items(1)		$	(0.8)		$	1.3	Cost of sales and Selling and administrative expenses
Provision (benefit) for income taxes		0.2			(0.3)		Benefit for income taxes
Amortization of defined benefit pension and other postretirement benefit items, net of tax		$	(0.6)		$	1.0

(1)These components are included in the computation of net periodic benefit cost. See Note 8 “Benefit Plans” for additional details.

Note 12. Hedging Activities, Derivative Instruments and Fair Value Measurements

Hedging Activities

The Company is exposed to certain market risks during the normal course of its business arising from adverse changes in interest rates and foreign currency exchange rates. The Company selectively uses derivative financial instruments (“derivatives”), including foreign currency forward contracts and interest rate swaps, to manage the risks from fluctuations in foreign currency exchange rates and interest rates, respectively. The Company does not purchase or hold derivatives for trading or speculative purposes. Fluctuations in interest rates and foreign currency exchange rates can be volatile, and the Company’s risk management activities do not totally eliminate these risks. Consequently, these fluctuations could have a significant effect on the Company’s financial results.

The Company’s exposure to interest rate risk results primarily from its variable-rate borrowings. The Company manages its debt centrally, considering tax consequences and its overall financing strategies. The Company manages its exposure to interest rate

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risk by using pay-fixed interest rate swaps, from time to time, as cash flow hedges of variable rate debt in order to adjust the relative fixed and variable proportions.

A substantial portion of the Company’s operations is conducted by its subsidiaries outside of the United States in currencies other than the USD. Almost all of the Company’s non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their functional currencies. The USD, the EUR, GBP, Chinese Renminbi and Indian rupee are the principal currencies in which the Company and its subsidiaries enter into transactions. The Company is exposed to the impacts of changes in foreign currency exchange rates on the translation of its non-U.S. subsidiaries’ assets, liabilities and earnings into USD. The Company has certain U.S. subsidiaries borrow in currencies other than the USD.

The Company and its subsidiaries are also subject to the risk that arises when they, from time to time, enter into transactions in currencies other than their functional currency. To mitigate this risk, the Company and its subsidiaries typically settle intercompany trading balances at least quarterly. The Company also selectively uses forward currency contracts to manage this risk. These contracts for the sale or purchase of European and other currencies generally mature within one year.

Derivative Instruments

The following table summarizes the notional amounts, fair values and classification of the Company’s outstanding derivatives by risk category and instrument type within the Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021.


March 31, 2022
Derivative Classification		Notional Amount(1)		Fair Value(1) Other Current Assets		Fair Value(1) Other Assets		Fair Value(1) Accrued Liabilities		Fair Value(1) Other Liabilities


Derivatives Not Designated as Hedging Instruments
Foreign currency forwards	Fair Value	$	33.8	$	0.1	$	—	$	—	$	—


December 31, 2021
Derivative Classification		Notional Amount(1)		Fair Value(1) Other Current Assets		Fair Value(1) Other Assets		Fair Value(1) Accrued Liabilities		Fair Value(1) Other Liabilities


Derivatives Not Designated as Hedging Instruments
Foreign currency forwards	Fair Value	$	22.1	$	—	$	—	$	—	$	—
Foreign currency forwards	Fair Value	19.3		—		—		0.2		—

(1)Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions. The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively.

We may enter into pay-fixed interest rate swap instruments from time to time to limit our exposure to changes in variable interest rates. As of March 31, 2022, the Company has no interest rate swap contracts. The Company’s variable rate borrowings outstanding as of March 31, 2022 were $2,771.1 million and €589.1 million.

The Company had three foreign currency forward contracts outstanding as of March 31, 2022 with notional amounts ranging from $7.3 million to $15.4 million. These contracts are used to hedge the change in fair value of recognized foreign currency denominated assets or liabilities caused by changes in currency exchange rates. The changes in the fair value of these contracts generally offset the changes in the fair value of a corresponding amount of the hedged items, both of which are included within “Other operating expense, net” in the Condensed Consolidated Statements of Operations. The Company’s foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract with that certain counterparty. It is the Company’s practice to recognize the gross amounts in the Condensed Consolidated Balance Sheets. The amount available to be netted is not material.

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The Company’s gains (losses) on derivative instruments not designated as accounting hedges and total net foreign currency losses for the three month periods ended March 31, 2022 and 2021 were as follows.


	For the Three Month Period Ended March 31,
	2022		2021
Foreign currency forward contracts losses	$	(1.0)	$	(0.8)
Total foreign currency transaction gains, net	3.8		18.1

The Company has a significant investment in consolidated subsidiaries with functional currencies other than the USD, particularly the EUR. On August 17, 2017, the Company designated its €615.0 million Original Euro Term Loan as a hedge of the Company’s net investment in subsidiaries with EUR functional currencies until it was extinguished and replaced on February 28, 2020 by a €601.2 million Euro Term Loan, further described in Note 9 “Debt.” As of March 31, 2022, the Euro Term Loan of €589.1 million remained designated.

The Company’s gains (losses), net of income tax, associated with changes in the value of debt for the three month periods ended March 31, 2022 and 2021 were as follows.


	For the Three Month Period Ended March 31,
	2022		2021
Gain, net of income tax, recorded through other comprehensive income	$	13.3	$	18.9

The net balance of such gains (losses) included in accumulated other comprehensive income (loss) as of March 31, 2022 and 2021 was $44.0 million and $49.7 million, respectively.

For the periods presented, all cash flows associated with derivatives are classified as operating cash flows in the Condensed Consolidated Statements of Cash Flows.

There were no off-balance sheet derivative instruments as of March 31, 2022 or 2021.

Fair Value Measurements

A financial instrument is defined as cash or cash equivalents, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivables, trade accounts payables, deferred compensation assets and obligations, derivatives and debt instruments. The carrying values of cash and cash equivalents, trade accounts receivables, trade accounts payables, and variable rate debt instruments are a reasonable estimate of their respective fair values.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or more advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date.

Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities as of the reporting date.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021.


	March 31, 2022
	Level 1		Level 2		Level 3		Total
Financial Assets
Foreign currency forwards(1)	$	—	$	0.1	$	—	$	0.1
Trading securities held in deferred compensation plan(2)	12.9		—		—		12.9
Total	$	12.9	$	0.1	$	—	$	13.0
Financial Liabilities
Foreign currency forwards(1)	$	—	$	—	$	—	$	—
Deferred compensation plans(2)	21.5		—		—		21.5

Total	$	21.5	$	—	$	—	$	21.5


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Financial Assets
Foreign currency forwards(1)	$	—	$	—	$	—	$	—
Trading securities held in deferred compensation plan(2)	12.0		—		—		12.0
Total	$	12.0	$	—	$	—	$	12.0
Financial Liabilities
Foreign currency forwards(1)	$	—	$	0.2	$	—	$	0.2
Deferred compensation plan(2)	22.4		—		—		22.4

Total	$	22.4	$	0.2	$	—	$	22.6

(1)Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates.

(2)Based on the quoted price of publicly traded mutual funds and other equity securities which are classified as trading securities and accounted for using the mark-to-market method.

Goodwill and Other Intangible Assets

Certain of our non-financial assets are subject to impairment analysis, including indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually. Any resulting impairment would require that the asset be recorded at its fair value. At March 31, 2022 and December 31, 2021, we did not have any significant non-financial assets or liabilities that were required to be measured at fair value on a recurring or non-recurring basis. Refer to Note 6 “Goodwill and Other Intangible Assets” for further discussion pertaining to our annual and interim evaluation of goodwill and other intangible assets for impairment.

Note 13. Revenue from Contracts with Customers

Overview

The Company recognizes revenue when the Company has satisfied its obligation and control is transferred to the customer. The amount of revenue recognized includes adjustments for any variable consideration, such as rebates, sales discounts, liquidated damages, etc., which are included in the transaction price, and allocated to each performance obligation. The variable consideration is estimated throughout the course of the contract using the Company’s best estimates.

The majority of the Company’s revenues are derived from short duration contracts and revenue is recognized at a single point in time when control is transferred to the customer, generally at shipment or when delivery has occurred or services have been rendered.

The Company has certain long duration engineered to order (“ETO”) contracts that require highly engineered solutions designed to customer specific applications. For contracts where the contractual deliverables have no alternative use and the contract termination clauses provide for the recovery of cost plus a reasonable margin, revenue is recognized over time based on the Company’s progress in satisfying the contractual performance obligations, generally measured as the ratio of actual costs incurred to date to the estimated total costs to complete the contract. For contracts with termination provisions that do not provide for

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recovery of cost and a reasonable margin, revenue is recognized at a point in time, generally at shipment or delivery to the customer. Identification of performance obligations, determination of alternative use, assessment of contractual language regarding termination provisions, and estimation of total project costs are all significant judgments required in the application of ASC 606.

Contractual specifications and requirements may be modified. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. In the event a contract modification is for goods or services that are not distinct in the contract, and therefore, form part of a single performance obligation that is partially satisfied as of the modification date, the effect of the contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates, is recognized on a cumulative catch-up basis.

Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Sales commissions are generally due at either collection of payment from customers or recognition of revenue. Applying the practical expedient from ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations.

Disaggregation of Revenue

The following tables provide disaggregated revenue by reportable segment for the three month periods ended March 31, 2022 and 2021.


	For the Three Month Period Ended March 31, 2022
	Industrial Technologies and Services		Precision and Science Technologies		Total
Primary Geographic Markets
United States	$	414.8	$	134.3	$	549.1
Other Americas	73.3		8.5		81.8
Total Americas	488.1		142.8		630.9
EMEIA	331.8		109.7		441.5
Asia Pacific	219.7		44.9		264.6
Total	$	1,039.6	$	297.4	$	1,337.0
Product Categories
Original equipment	$	614.2	$	239.0	$	853.2
Aftermarket	425.4		58.4		483.8
Total	$	1,039.6	$	297.4	$	1,337.0
Pattern of Revenue Recognition
Revenue recognized at point in time(1)	$	956.6	$	295.5	$	1,252.1
Revenue recognized over time(2)	83.0		1.9		84.9
Total	$	1,039.6	$	297.4	$	1,337.0

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	For the Three Month Period Ended March 31, 2021
	Industrial Technologies and Services		Precision and Science Technologies		Total
Primary Geographic Markets
United States	$	353.1	$	98.1	$	451.2
Other Americas	60.2		3.5		63.7
Total Americas	413.3		101.6		514.9
EMEIA	319.4		80.1		399.5
Asia Pacific	181.1		34.0		215.1
Total	$	913.8	$	215.7	$	1,129.5
Product Categories
Original equipment	$	528.7	$	178.7	$	707.4
Aftermarket	385.1		37.0		422.1
Total	$	913.8	$	215.7	$	1,129.5
Pattern of Revenue Recognition
Revenue recognized at point in time(1)	$	847.9	$	214.8	$	1,062.7
Revenue recognized over time(2)	65.9		0.9		66.8
Total	$	913.8	$	215.7	$	1,129.5

(1)Revenues from short and long duration product and service contracts recognized at a point in time when control is transferred to the customer generally when product delivery has occurred and services have been rendered.

(2)Revenues primarily from long duration ETO product contracts and certain contracts for delivery of a significant volume of substantially similar products recognized over time as contractual performance obligations are completed.

Performance Obligations

The majority of the Company’s contracts have a single performance obligation as the promise to transfer goods and/or services. For contracts with multiple performance obligations, the Company utilizes observable prices to determine standalone selling price or cost plus margin if a standalone price is not available. The Company has elected to account for shipping and handling activities as fulfillment costs and not a separate performance obligation. If control transfers and related revenue is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities are accrued.

The Company’s primary performance obligations include delivering standard or configured to order (“CTO”) goods to customers, designing and manufacturing a broad range of equipment customized to a customer’s specifications in ETO arrangements, rendering of services (maintenance and repair contracts), and certain extended or service type warranties. For incidental items that are immaterial in the context of the contract, costs are expensed as incurred or accrued at delivery.

As of March 31, 2022, for contracts with an original duration greater than one year, the Company expects to recognize revenue in the future related to unsatisfied (or partially satisfied) performance obligations of $446.0 million in the next twelve months and $410.8 million in periods thereafter. The performance obligations that are unsatisfied (or partially satisfied) are primarily related to orders for goods or services that were placed prior to the end of the reporting period and have not been delivered to the customer, on-going work on ETO contracts where revenue is recognized over time and service contracts with an original duration greater than one year.

Contract Balances

The following table provides the contract balances as of March 31, 2022 and December 31, 2021 presented in the Condensed Consolidated Balance Sheets.


	March 31, 2022		December 31, 2021
Accounts receivable, net	$	1,013.9	$	948.6
Contract assets	66.9		60.8
Contract liabilities	266.6		243.5

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Accounts receivable, net – Amounts due where the Company’s right to receive cash is unconditional. Customer receivables are recorded at face amount less an allowance for credit losses. The Company maintains an allowance for credit losses for expected losses as a result of customers’ inability to make required payments. Management evaluates the aging of customer receivable balances, the financial condition of its customers, historical trends and the time outstanding of specific balances to estimate the amount of customer receivables that may not be collected in the future and records the appropriate provision.

The allowance for credit losses for the three month periods ended March 31, 2022 and 2021 consisted of the following.


	For the Three Month Period Ended March 31,
	2022		2021
Balance at beginning of the period	$	42.3	$	50.9

Provision charged to expense	2.0		0.3
Write-offs, net of recoveries	(0.5)		(1.0)
Foreign currency translation and other	(0.1)		(1.0)
Balance at end of the period	$	43.7	$	49.2

Contract assets – The Company’s rights to consideration for the satisfaction of performance obligations subject to constraints apart from timing. Contract assets are transferred to receivables when the right to collect consideration becomes unconditional. Contract assets are presented net of progress billings and related advances from customers.

Contract liabilities – Advance payments received from customers for contracts for which revenue is not yet recognized. Contract liability balances are generally recognized in revenue within twelve months.

Contract assets and liabilities are reported in the Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Contract assets and liabilities are presented net on a contract level, where required.

Payments from customers are generally due 30-60 days after invoicing. Invoicing for sales of standard products generally coincides with shipment or delivery of goods. Invoicing for CTO and ETO contracts typically follows a schedule for billing at contractual milestones. Payment milestones normally include down payments upon the contract signing, completion of product design, completion of customer’s preliminary inspection, shipment or delivery, completion of installation, and customer’s on-site inspection. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) on the Condensed Consolidated Balance Sheets.

The Company has elected the practical expedient from ASC 606-10-32-18 and does not adjust the transaction price for the effects of a financing component if, at contract inception, the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

Note 14. Income Taxes

The following table summarizes the Company’s provision for income taxes and effective income tax provision rate for the three month periods ended March 31, 2022 and 2021.


	For the Three Month Period Ended March 31,
	2022			2021
Income before income taxes	$	142.6		$	100.7
Provision for income taxes	$	32.4		$	10.6
Effective income tax provision rate	22.7		%	10.5		%

The increase in the provision for income taxes and increase in the effective income tax provision rate for the three month period ended March 31, 2022 when compared to the same three month period of 2021 is primarily due to an increase in the pretax book income in jurisdictions with higher effective tax rates combined with decreased earnings in jurisdictions with lower tax rates. In addition, in the three month period ended March 31, 2021, there was a reduction of a significant unrecognized tax reserve related to a non-recurring item as a result of the lapse of the limitation on statutes.

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Note 15. Other Operating Expense (Income), Net

The components of “Other operating expense (income), net” for the three month periods ended March 31, 2022 and 2021 were as follows.


	For the Three Month Period Ended March 31,
	2022		2021

Foreign currency transaction gains, net	$	(3.8)	$	(18.1)
Restructuring charges, net(1)	12.5		2.4

Acquisition and other transaction related expenses(2)	7.5		8.3
Other, net	1.2		1.7
Total other operating expense (income), net	$	17.4	$	(5.7)

(1)See Note 4 “Restructuring.”

(2)Represents costs associated with successful and abandoned acquisitions, including third-party expenses and post-closure integration costs.

Note 16. Contingencies

The Company is a party to various legal proceedings, lawsuits and administrative actions, which are of an ordinary or routine nature for a company of its size and sector. The Company believes that such proceedings, lawsuits and administrative actions will not materially adversely affect its operations, financial condition, liquidity or competitive position. For further description of the Company’s contingencies, reference is made to Note 21, “Contingencies” in the notes to consolidated financial statements in the Company’s 2021 Form 10-K.

Asbestos and Silica Related Litigation

The Company believes that the pending and future asbestos and silica-related lawsuits are not likely to, in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or liquidity. “Accrued liabilities” and “Other liabilities” of the Condensed Consolidated Balance Sheets include a total litigation reserve of $135.1 million and $136.9 million as of March 31, 2022 and December 31, 2021, respectively, with regards to potential liability arising from the Company’s asbestos-related litigation. Asbestos related defense costs are excluded from the asbestos claims liability and are recorded separately as services are incurred. In the event of unexpected future developments, it is possible that the ultimate resolution of these matters may be material to the Company’s consolidated financial position, results of operation or liquidity.

The Company has entered into a series of agreements with certain of its or its predecessors’ legacy insurers and certain potential indemnitors to secure insurance coverage and/or reimbursement for the costs associated with the asbestos and silica-related lawsuits filed against the Company. The Company has an insurance recovery receivable for probable asbestos related recoveries of approximately $143.9 million and $145.1 million as of March 31, 2022 and December 31, 2021, which was included in “Other assets” in the Condensed Consolidated Balance Sheets. The amounts recorded by the Company for asbestos-related liabilities and insurance recoveries are based on currently available information and assumptions that the Company believes are reasonable based on an evaluation of relevant factors. The actual liabilities or insurance recoveries could be higher or lower than those recorded if actual results vary significantly from the assumptions.

Environmental Matters

The Company has been identified as a potentially responsible party (“PRP”) with respect to several sites designated for cleanup under U.S. federal “Superfund” or similar state laws that impose liability for cleanup of certain waste sites and for related natural resource damages. The Company has undiscounted accrued liabilities of $14.1 million and $12.9 million as of March 31, 2022 and December 31, 2021, respectively, on its Condensed Consolidated Balance Sheets to the extent costs are known or can be reasonably estimated for its remaining financial obligations in relation to environmental matters and does not anticipate that any of these matters will result in material additional costs beyond amounts accrued. Based upon consideration of currently available information, the Company does not anticipate any material adverse effect on its results of operations, financial condition, liquidity or competitive position as a result of compliance with federal, state, local or foreign environmental laws or regulations, or cleanup costs relating to these matters.

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Note 17. Segment Results

A description of the Company’s two reportable segments is presented below.

In the Industrial Technologies and Services segment, the Company designs, manufactures, markets and services a broad range of compression and vacuum equipment as well as fluid transfer equipment, loading systems, power tools and lifting equipment. The Company’s compression and vacuum products are used worldwide in industrial manufacturing, transportation, chemical processing, food and beverage production, energy, environmental and other applications. In addition to equipment sales, the Company offers a broad portfolio of service options tailored to customer needs and complete range of aftermarket parts, air treatment equipment, controls and other accessories. The Company’s engineered loading systems and fluid transfer equipment ensure the safe handling and transfer of crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials. The Company’s power tools and lifting equipment are used by customers in industrial manufacturing, vehicle maintenance, energy and other markets for precision fastening, bolt removal, grinding, sanding, drilling, demolition and the safe and efficient lifting, positioning and movement of loads. The Company sells its products primarily through independent distributors worldwide and also sells directly to the customer.

In the Precision and Science Technologies segment, the Company designs, manufactures and markets a broad range of specialized positive displacement pumps, fluid management equipment and aftermarket parts for medical, laboratory, industrial manufacturing, water and wastewater, chemical processing, energy, food and beverage, agriculture and other markets. The Company’s products are used for a diverse set of applications including precision dosing of chemicals and supplements, blood dialysis, oxygen therapy, food processing, fluid transfer and dispensing, spray finishing and coating, mixing, high-pressure air and gas management and others. The Company sells primarily through a broad global network of specialized and national distributors and original equipment manufacturers (“OEM”) who integrate the Company’s products into their devices and systems.

The Chief Operating Decision Maker (“CODM”) evaluates the performance of the Company’s reportable segments based on, among other measures, Segment Adjusted EBITDA. Management closely monitors the Segment Adjusted EBITDA of each reportable segment to evaluate past performance and actions required to improve profitability. Inter-segment sales and transfers are not significant. Administrative expenses related to the Company’s corporate offices and shared service centers in North America and Europe, which includes transaction processing, accounting and other business support functions, are allocated to the business segments. Certain administrative expenses, including senior management compensation, treasury, internal audit, tax compliance, certain information technology, and other corporate functions, are not allocated to the business segments.

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The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to Income from Continuing Operations Before Income Taxes for the three month periods ended March 31, 2022 and 2021.


	For the Three Month Period Ended March 31,
	2022		2021
Revenue
Industrial Technologies and Services	$	1,039.6	$	913.8
Precision and Science Technologies	297.4		215.7


Total Revenue	$	1,337.0	$	1,129.5
Segment Adjusted EBITDA
Industrial Technologies and Services	$	247.4	$	211.5
Precision and Science Technologies	85.1		67.2


Total Segment Adjusted EBITDA	$	332.5	$	278.7
Less items to reconcile Segment Adjusted EBITDA to Income Before Income Taxes:
Corporate expenses not allocated to segments	$	28.9	$	34.7
Interest expense	19.0		23.1
Depreciation and amortization expense (a)	107.5		104.5

Restructuring and related business transformation costs (b)	14.2		2.7
Acquisition and other transaction related expenses and non-cash charges (c)	9.5		10.5
Stock-based compensation	19.8		21.6
Foreign currency transaction losses (gains), net	(3.8)		(18.1)



Other adjustments (d)	(5.2)		(1.0)
Income from Continuing Operations Before Income Taxes	142.6		100.7
Provision for income taxes	32.4		10.6
Loss on equity method investments	(4.3)		—
Income from Continuing Operations	105.9		90.1
Loss from discontinued operations, net of tax	(1.4)		(180.2)
Net Income (Loss)	$	104.5	$	(90.1)

a)Depreciation and amortization expense excludes $1.0 million of depreciation of rental equipment for both of the three month periods ended March 31, 2022 and 2021.

b)Restructuring and related business transformation costs consist of the following.


	For the Three Month Period Ended March 31,
	2022		2021
Restructuring charges	$	12.5	$	2.4
Facility reorganization, relocation and other costs	1.7		—
Other, net	—		0.3
Total restructuring and related business transformation costs	$	14.2	$	2.7

c)Represents costs associated with successful and abandoned acquisitions, including third-party expenses, post-closure integration costs and non-cash charges and credits arising from fair value purchase accounting adjustments.

d)Includes (i) pension and other postemployment (“OPEB”) plan costs other than service cost, (ii) certain legal and compliance costs and (iii) other miscellaneous adjustments.

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Note 18. Earnings (Loss) Per Share

The number of weighted-average shares outstanding used in the computations of basic and diluted earnings (loss) per share are as follows.


	For the Three Month Period Ended March 31,
	2022	2021

Average shares outstanding
Basic	407.6	419.2
Diluted	413.1	425.9

For the three month periods ended March 31, 2022 and 2021, 1.6 million and 0.9 million, respectively, of anti-dilutive shares were not included in the computation of diluted earnings per share.

Note 19. Subsequent Event

On April 1, 2022, through its subsidiary, Gardner Denver, Inc., the Company entered into Amendment No. 8 to the Credit Agreement. This amendment was entered into pursuant to the terms of the Senior Secured Credit Facilities and provides for the replacement of LIBOR with the Secured Overnight Financing Rate (“SOFR”) as the benchmark interest rate for borrowings with LIBOR-based rates. This change is effective as of the date of the agreement.

Refer to Note 11 “Debt” to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2021 for further information on the Credit Agreement.

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