UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2022~~March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________to___________

Commission File Number: 001-38095

____________________________

Ingersoll Rand Inc.

(Exact Name of Registrant as Specified in Its Charter)

____________________________


Delaware			46-2393770
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

525 Harbour Place Drive, Suite 600

Davidson, North Carolina 28036

(Address of Principal Executive Offices) (Zip Code)

(704) 655-4000

(Registrant’s Telephone Number, Including Area Code)

____________________________

Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 Par Value per share	IR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

The registrant had outstanding ~~404,925,743~~404,519,504 shares of Common Stock, par value $0.01 per share, as of ~~October~~April 28, ~~2022.~~2023.

Table of Contents

INGERSOLL RAND INC. AND SUBSIDIARIES

FORM 10-Q

INDEX


			Page No.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements			65
Condensed Consolidated Statements of Operations (Unaudited)			65
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)			76
Condensed Consolidated Balance Sheets (Unaudited)			87
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)			98
Condensed Consolidated Statements of Cash Flows (Unaudited)			119
Note 1. Basis of Presentation and Recent Accounting Pronouncements			1210
Note 2. Discontinued Operations			1310
Note 3. Business Combinations			1411
Note 4. Restructuring			1613
Note 5. Allowance for Credit Losses			14
Note 6. Inventories			14
Note 7. Goodwill and Other Intangible Assets			14
Note 8. Accrued Liabilities			15
Note 9. Benefit Plans			16
Note 10. Debt			16
Note 11. Stock-Based Compensation Plans			17
Note ~~6. Goodwill and~~12. Accumulated Other ~~Intangible Assets~~Comprehensive			18
~~Note 7. Accrued Liabilities~~			18
~~Note 8. Benefit Plans~~Loss			19
Note ~~9. Debt~~13. Hedging Activities and Derivative Instruments			20
Note ~~10. Stock-Based Compensation Plans~~			21
~~Note 11. Accumulated Other Comprehensive Income (Loss)~~			23
~~Note 12. Hedging Activities, Derivative Instruments and~~14. Fair Value Measurements			2523
Note 13. Revenue from Contracts with Customers			28
~~Note 14. Income Taxes~~			31
~~Note 15. Other Operating Expense (Income), Net~~			3125
Note 16. ~~Contingencies~~Income Taxes			3227
Note 17. ~~Segment Results~~Other Operating Expense , Net			3227
Note 18. ~~Earnings (Loss) Per Share~~Contingencies			3427
Note 19. ~~Subsequent Events~~Segment Results			3428
Note 20. Earnings Per Share			30
Note 21. Subsequent Event			30
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3531
Item 3. Quantitative and Qualitative Disclosures About Market Risk			5042
Item 4. Controls and Procedures			5042
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			5143
Item 1A. Risk Factors			5143
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5143
Item 3. Defaults Upon Senior Securities			5243
Item 4. Mine Safety Disclosures			5243
Item 5. Other Information			5243
Item 6. Exhibits			5345
SIGNATURES			5446

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts included in this Form 10-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “estimates,” “expects,” “contemplates,” “will,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth under “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021 and “Part II. Item 1A Risk Factors” in this Form 10-Q,~~2022, as such risk factors may be updated from time to time in our periodic filings with the SEC, and are accessible on the SEC’s website at www.sec.gov, and also include the following:

•The COVID-19 pandemic, including business disruptions caused by government restrictions, could have a material and adverse effect on our business, results of operations and financial condition in the future.

•We have exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our revenues, liquidity, suppliers and customers.

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

•Information systems failure or disruption, due to cyber terrorism or other actions, may adversely impact our business and result in financial loss to the Company or liability to our customers.

•More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political, regulatory and other risks of international operations.

•~~Shareholder and customer emphasis on environmental, social, and governance responsibility may impose additional costs on us or expose us to new risks.~~

•~~Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows.~~

•~~We face competition in the markets we serve, which could materially and adversely affect our operating results.~~

•Large or rapid increases in the cost of raw materials and component parts, substantial decreases in their availability or our dependence on particular suppliers of raw materials and component parts could materially and adversely affect our operating results.

•We face competition in the markets we serve, which could materially and adversely affect our operating results.

•Shareholder and customer emphasis on environmental, social, and governance responsibility may impose additional costs on us or expose us to new risks.

•Acquisitions and integrating such acquisitions create certain risks and may affect our operating results.

•Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows.

•If we are unable to develop new products and technologies, our competitive position may be impaired, which could materially and adversely affect our sales and market share.

•Our ~~operating results could be adversely affected by a loss or reduction of business with~~success depends on our executive management and other key ~~customers or consolidation or~~personnel and our ability to attract and retain top talent throughout the ~~vertical integration of our customer base.~~Company.

•~~Credit~~Changes in tax or other laws, regulations, or adverse determinations by taxing or other governmental authorities could increase our effective tax rate and ~~counterparty risks could harm~~cash taxes paid or otherwise affect our ~~business.~~

•~~We may not realize all of the expected benefits of the acquisition of and merger with the Industrial business of Ingersoll-Rand plc (“Ingersoll Rand Industrial”).~~

•~~Dispositions create certain risks and may affect our~~financial condition or operating results.

•~~Information systems failure or disruption, due to cyber terrorism~~Our business could suffer if we experience employee work stoppages, union and work council campaigns or other ~~actions, may adversely impact our business~~labor difficulties.

•The risk of non-compliance with U.S. and ~~result in financial loss to the Company or liability~~foreign laws and regulations applicable to our ~~customers.~~international operations could have a significant impact on our results of operations, financial condition or strategic objectives.

•Third parties may infringe upon our intellectual property or may claim we have infringed their intellectual property, and we may expend significant resources enforcing or defending our rights or suffer competitive injury.

•The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business.

•~~A natural disaster, catastrophe, pandemic, geopolitical tensions or other event could adversely affect our operations.~~

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•Our ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and we may fail to realize the cost savings and increased efficiencies that we expect to result from these actions. Our

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operating results could be negatively affected by our inability to effectively implement such restructuring plans and other cost savings initiatives.

•~~Our success depends on our executive management and other key personnel and our ability to attract and retain top talent throughout the Company.~~

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

•The risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant impact on our results of operations, financial condition or strategic objectives.

•~~Changes in tax~~A natural disaster, catastrophe, pandemic, geopolitical tensions or other ~~laws, regulations, or adverse determinations by taxing or other governmental authorities~~event could ~~increase our effective tax rate and cash taxes paid or otherwise~~adversely affect our ~~financial condition or operating results.~~operations.

•Our operating results could be adversely affected by a loss or reduction of business with key customers or consolidation or the vertical integration of our customer base.

•Credit and counterparty risks could ~~suffer if we experience employee work stoppages, union~~harm our business.

•We may not realize all of the expected benefits of the acquisition of and ~~work council campaigns or other labor difficulties.~~merger with the Industrial business of Ingersoll-Rand plc.

•Dispositions create certain risks and may affect our operating results.

•We are a defendant in certain asbestos and silica-related personal injury lawsuits, which could adversely affect our financial condition.

•The nature of our products creates the possibility of significant product liability and warranty claims, which could harm our business.

•A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired.

•Environmental compliance costs and liabilities could adversely affect our financial condition.

•We face risks associated with our pension and other postretirement benefit obligations.

•Our ~~substantial~~ indebtedness could have important adverse consequences and adversely affect our financial condition.

•We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

•Despite our level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities. This could further exacerbate the risks to our financial condition.

•The terms of the credit agreement governing the Senior Secured Credit Facilities (as amended, the “Credit Agreement”) may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

•Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

•~~When we~~We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness and we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments.

•If the financial institutions that are part of the syndicate of our Revolving Credit Facility fail to extend credit under our Revolving Credit Facility, our liquidity and results of operations may be adversely affected.

•~~The Company may face risk associated with the discontinuation of and transition from currently used financial reference rates.~~

•~~The timing, number, manner and value of any shares repurchased pursuant to our share repurchase program will depend on several factors.~~

We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-looking statements in this report apply only as of the date of this report or as of the date they were made and, except as required by applicable law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

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All references to “we,” “us,” “our,” the “Company” or “Ingersoll Rand” in this Quarterly Report on Form 10-Q mean Ingersoll Rand Inc. and its subsidiaries, unless the context otherwise requires.

Website Disclosure

We use our website www.irco.com as a channel of distribution of Company information. Financial and other important information regarding us is routinely accessible through and posted on our website. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Ingersoll Rand Inc. when you enroll your email address by visiting the “Investor Alerts” section of our website at investors.irco.com. The contents of our website are not, however, a part of this Quarterly Report on Form 10-Q.

Table of Contents

PART I. FINANCIAL INFORMATION

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 September 30,				For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021		2022		2021			2023		2022
Revenues	Revenues	$	1,515.7	$	1,325.0	$	4,292.6	$	3,733.6	Revenues	$	1,629.3	$	1,337.0
Cost of sales	Cost of sales	940.4		810.7		2,621.4		2,254.5		Cost of sales	965.1		810.9
Gross Profit	Gross Profit	575.3		514.3		1,671.2		1,479.1		Gross Profit	664.2		526.1
Selling and administrative expenses	Selling and administrative expenses	278.7		252.6		819.8		772.1		Selling and administrative expenses	311.1		265.5
Amortization of intangible assets	Amortization of intangible assets	93.8		80.3		263.6		244.8		Amortization of intangible assets	92.4		86.2

Other operating expense, net	Other operating expense, net	12.8		17.5		43.4		36.9		Other operating expense, net	20.4		17.4
Operating Income	Operating Income	190.0		163.9		544.4		425.3		Operating Income	240.3		157.0
Interest expense	Interest expense	26.6		22.5		68.8		68.3		Interest expense	38.9		19.0
Loss on extinguishment of debt		—		9.0		1.1		9.0

Other income, net	Other income, net	(9.8)		(3.5)		(21.8)		(40.1)		Other income, net	(9.6)		(4.6)
Income from Continuing Operations Before Income Taxes	Income from Continuing Operations Before Income Taxes	173.2		135.9		496.3		388.1		Income from Continuing Operations Before Income Taxes	211.0		142.6
Provision for income taxes	Provision for income taxes	30.3		2.7		104.6		25.8		Provision for income taxes	48.1		32.4
Income (loss) on equity method investments	Income (loss) on equity method investments	2.6		(2.2)		(2.5)		(2.9)		Income (loss) on equity method investments	0.3		(4.3)
Income from Continuing Operations	Income from Continuing Operations	145.5		131.0		389.2		359.4		Income from Continuing Operations	163.2		105.9
Income (loss) from discontinued operations, net of tax		0.5		(4.2)		0.6		(88.1)
Loss from discontinued operations, net of tax										Loss from discontinued operations, net of tax	—		(1.4)
Net Income	Net Income	146.0		126.8		389.8		271.3		Net Income	163.2		104.5
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	0.9		0.8		2.5		1.8		Less: Net income attributable to noncontrolling interests	2.1		0.8
Net Income Attributable to Ingersoll Rand Inc.	Net Income Attributable to Ingersoll Rand Inc.	$	145.1	$	126.0	$	387.3	$	269.5	Net Income Attributable to Ingersoll Rand Inc.	$	161.1	$	103.7

Amounts attributable to Ingersoll Rand Inc. common stockholders:	Amounts attributable to Ingersoll Rand Inc. common stockholders:									Amounts attributable to Ingersoll Rand Inc. common stockholders:
Income from continuing operations, net of tax	Income from continuing operations, net of tax	$	144.6	$	130.2	$	386.7	$	357.6	Income from continuing operations, net of tax	$	161.1	$	105.1
Income (loss) from discontinued operations, net of tax		0.5		(4.2)		0.6		(88.1)
Loss from discontinued operations, net of tax										Loss from discontinued operations, net of tax	—		(1.4)
Net income attributable to Ingersoll Rand Inc.	Net income attributable to Ingersoll Rand Inc.	$	145.1	$	126.0	$	387.3	$	269.5	Net income attributable to Ingersoll Rand Inc.	$	161.1	$	103.7

Basic earnings (loss) per share of common stock:
Basic earnings per share of common stock:										Basic earnings per share of common stock:
Earnings from continuing operations	Earnings from continuing operations	$	0.36	$	0.32	$	0.95	$	0.86	Earnings from continuing operations	$	0.40	$	0.26
Loss from discontinued operations	Loss from discontinued operations	—		(0.01)		—		(0.21)		Loss from discontinued operations	—		—
Net earnings	Net earnings	0.36		0.31		0.96		0.65		Net earnings	0.40		0.25

Diluted earnings (loss) per share of common stock:
Diluted earnings per share of common stock:										Diluted earnings per share of common stock:
Earnings from continuing operations	Earnings from continuing operations	$	0.35	$	0.31	$	0.94	$	0.84	Earnings from continuing operations	$	0.39	$	0.25
Loss from discontinued operations	Loss from discontinued operations	—		(0.01)		—		(0.21)		Loss from discontinued operations	—		—
Net earnings	Net earnings	0.36		0.30		0.94		0.64		Net earnings	0.39		0.25

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,
	2023		2022
Comprehensive Income Attributable to Ingersoll Rand Inc.
Net income attributable to Ingersoll Rand Inc.	$	161.1	$	103.7
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net	30.8		(28.8)
Unrecognized loss on cash flow hedges	(5.3)		—
Pension and other postretirement prior service cost and gain (loss), net	(0.2)		(1.1)
Total other comprehensive income (loss), net of tax	25.3		(29.9)
Comprehensive income attributable to Ingersoll Rand Inc.	$	186.4	$	73.8
Comprehensive Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests	$	2.1	$	0.8
Other comprehensive income, net of tax:
Foreign currency translation adjustments, net	0.9		0.6
Total other comprehensive income, net of tax	0.9		0.6
Comprehensive income attributable to noncontrolling interests	3.0		1.4
Total Comprehensive Income	$	189.4	$	75.2

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)~~BALANCE SHEETS

(Unaudited; in ~~millions)~~millions, except share amounts)

For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2022 2021 2022 2021
Comprehensive Income (Loss) Attributable to Ingersoll Rand Inc.
Net income attributable to Ingersoll Rand Inc. $ 145.1 $ 126.0 $ 387.3 $ 269.5
Other comprehensive loss, net of tax:
Foreign currency translation adjustments, net (207.9) (47.6) (448.8) (98.3)
Unrecognized gain on cash flow hedges 19.6 — 14.2 —
Pension and other postretirement prior service cost and gain (loss), net 5.3 1.8 2.2 4.3
Total other comprehensive loss, net of tax (183.0) (45.8) (432.4) (94.0)
Comprehensive income (loss) attributable to Ingersoll Rand Inc. $ (37.9) $ 80.2 $ (45.1) $ 175.5
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests $ 0.9 $ 0.8 $ 2.5 $ 1.8
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net (1.9) 0.2 (6.1) (2.1)
Total other comprehensive income (loss), net of tax (1.9) 0.2 (6.1) (2.1)
Comprehensive income (loss) attributable to noncontrolling interests (1.0) 1.0 (3.6) (0.3)
Total Comprehensive Income (Loss) $ (38.9) $ 81.2 $ (48.7) $ 175.2


	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	1,119.3	$	1,613.0
Accounts receivable, net of allowance for credit losses of $51.0 and $47.2, respectively	1,243.6		1,122.0
Inventories	1,122.6		1,025.4
Other current assets	186.9		206.9

Total current assets	3,672.4		3,967.3
Property, plant and equipment, net of accumulated depreciation of $443.0 and $417.4, respectively	648.8		624.4
Goodwill	6,385.9		6,064.2
Other intangible assets, net	3,739.1		3,578.6
Deferred tax assets	23.5		22.3
Other assets	525.3		509.1

Total assets	$	14,995.0	$	14,765.9
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings and current maturities of long-term debt	$	33.9	$	36.5
Accounts payable	730.9		778.7
Accrued liabilities	935.3		858.8

Total current liabilities	1,700.1		1,674.0
Long-term debt, less current maturities	2,708.8		2,716.1
Pensions and other postretirement benefits	145.9		147.2
Deferred income taxes	677.1		610.6
Other liabilities	381.4		360.8

Total liabilities	$	5,613.3	$	5,508.7
Commitments and contingencies (Note 18)	—		—
Stockholders’ equity
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 427,478,622 and 426,327,805 shares issued as of March 31, 2023 and December 31, 2022, respectively	4.3		4.3
Capital in excess of par value	9,493.6		9,476.8
Retained earnings	1,103.9		950.9
Accumulated other comprehensive loss	(226.4)		(251.7)
Treasury stock at cost; 22,482,040 and 21,210,095 shares as of March 31, 2023 and December 31, 2022, respectively	(1,058.1)		(984.5)
Total Ingersoll Rand Inc. stockholders’ equity	$	9,317.3	$	9,195.8
Noncontrolling interests	64.4		61.4
Total stockholders’ equity	$	9,381.7	$	9,257.2
Total liabilities and stockholders’ equity	$	14,995.0	$	14,765.9

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~~STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited; in ~~millions, except share amounts)~~millions)

September 30, 2022 December 31, 2021
Assets
Current assets:
Cash and cash equivalents $ 1,459.5 $ 2,109.6
Accounts receivable, net of allowance for credit losses of $47.8 and $42.3, respectively 1,032.3 948.6
Inventories 1,012.5 854.2
Other current assets 240.5 186.9
Assets of discontinued operations — 15.6
Total current assets 3,744.8 4,114.9
Property, plant and equipment, net of accumulated depreciation of $386.9 and $357.7, respectively 587.7 648.6
Goodwill 5,789.0 5,981.6
Other intangible assets, net 3,533.6 3,912.7
Deferred tax assets 17.2 28.0
Other assets 553.3 468.7
Total assets $ 14,225.6 $ 15,154.5
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings and current maturities of long-term debt $ 32.8 $ 38.8
Accounts payable 698.9 670.5
Accrued liabilities 791.3 741.3
Liabilities of discontinued operations — 17.1
Total current liabilities 1,523.0 1,467.7
Long-term debt, less current maturities 2,720.1 3,401.8
Pensions and other postretirement benefits 178.1 195.1
Deferred income taxes 673.2 708.6
Other liabilities 316.2 310.1
Total liabilities $ 5,410.6 $ 6,083.3
Commitments and contingencies (Note 16) — —
Stockholders’ equity
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 426,112,396 and 423,785,571 shares issued as of September 30, 2022 and December 31, 2021, respectively 4.3 4.3
Capital in excess of par value 9,462.7 9,408.6
Retained earnings 741.6 378.6
Accumulated other comprehensive loss (474.0) (41.6)
Treasury stock at cost; 21,190,495 and 16,000,364 shares as of September 30, 2022 and December 31, 2021, respectively (983.7) (748.4)
Total Ingersoll Rand Inc. stockholders’ equity $ 8,750.9 $ 9,001.5
Noncontrolling interests 64.1 69.7
Total stockholders’ equity $ 8,815.0 $ 9,071.2
Total liabilities and stockholders’ equity $ 14,225.6 $ 15,154.5


	Three Month Period Ended March 31, 2023
	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	426.3	$	4.3	$	9,476.8	$	950.9	$	(251.7)	$	(984.5)	$	9,195.8	$	61.4	$	9,257.2
Net income	—	—		—		161.1		—		—		161.1		2.1		163.2
Dividends declared	—	—		—		(8.1)		—		—		(8.1)		—		(8.1)
Issuance of common stock for stock-based compensation plans	1.2	—		8.7		—		—		—		8.7		—		8.7
Purchases of treasury stock	—	—		—		—		—		(77.0)		(77.0)		—		(77.0)
Issuance of treasury stock for stock-based compensation plans	—	—		(3.3)		—		—		3.4		0.1		—		0.1
Stock-based compensation	—	—		11.4		—		—		—		11.4		—		11.4
Other comprehensive income, net of tax	—	—		—		—		25.3		—		25.3		0.9		26.2


Balance at end of period	427.5	$	4.3	$	9,493.6	$	1,103.9	$	(226.4)	$	(1,058.1)	$	9,317.3	$	64.4	$	9,381.7


	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

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~~CASH FLOWS

(Unaudited; in millions)

Three Month Period Ended September 30, 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 424.6 $ 4.3 $ 9,456.9 $ 604.6 $ (291.0) $ (997.9) $ 8,776.9 $ 67.1 $ 8,844.0
Net income — — — 145.1 — — 145.1 0.9 146.0
Dividends declared — — — (8.1) — — (8.1) — (8.1)
Issuance of common stock for stock-based compensation plans 1.5 — 5.4 — — — 5.4 — 5.4
Purchases of treasury stock — — — — — (4.1) (4.1) — (4.1)
Issuance of treasury stock for stock-based compensation plans — — (17.5) — — 18.3 0.8 — 0.8
Stock-based compensation — — 17.9 — — — 17.9 — 17.9
Other comprehensive loss, net of tax — — — — (183.0) — (183.0) (1.9) (184.9)
Dividends attributable to noncontrolling interests — — — — — — — (2.0) (2.0)
Balance at end of period 426.1 $ 4.3 $ 9,462.7 $ 741.6 $ (474.0) $ (983.7) $ 8,750.9 $ 64.1 $ 8,815.0

Three Month Period Ended September 30, 2021
Common Stock Capital in Excess of Par Value Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Treasury Stock Total Ingersoll Rand Inc. Stockholders' Equity Noncontrolling Interests Total Equity
Shares Issued Par
Balance at beginning of period 421.5 $ 4.2 $ 9,376.0 $ (32.2) $ (35.5) $ (34.6) $ 9,277.9 $ 68.5 $ 9,346.4
Net income — — — 126.0 — — 126.0 0.8 126.8
Issuance of common stock for stock-based compensation plans 2.0 — 6.7 — — — 6.7 — 6.7
Purchases of treasury stock — — — — — (733.3) (733.3) — (733.3)
Issuance of treasury stock for stock-based compensation plans — — (18.3) — — 18.3 — — —
Stock-based compensation — — 22.1 — — — 22.1 — 22.1
Other comprehensive income (loss), net of tax — — — — (45.8) — (45.8) 0.2 (45.6)
Divestiture of foreign subsidiaries — — — — — — — — —
Dividends attributable to noncontrolling interests — — — — — — — (0.3) (0.3)
Balance at end of period 423.5 $ 4.2 $ 9,386.5 $ 93.8 $ (81.3) $ (749.6) $ 8,653.6 $ 69.2 $ 8,722.8


	For the Three Month Period Ended March 31,
	2023		2022
Cash Flows From Operating Activities From Continuing Operations:
Net income	$	163.2	$	104.5
Loss from discontinued operations, net of tax	—		(1.4)
Income from continuing operations	163.2		105.9
Adjustments to reconcile income from continuing operations to net cash provided by operating activities from continuing operations:
Amortization of intangible assets	92.4		86.2
Depreciation	21.6		22.3

Non-cash restructuring charges	0.9		2.2
Stock-based compensation expense	12.1		19.8
Loss (income) on equity method investments	(0.3)		4.3
Foreign currency transaction losses (gains), net	1.0		(3.8)

Non-cash adjustments to carrying value of LIFO inventories	7.8		—
Other non-cash adjustments	2.9		2.0
Changes in assets and liabilities:
Receivables	(83.7)		(67.7)
Inventories	(45.3)		(99.4)
Accounts payable	(70.6)		41.0
Accrued liabilities	56.5		(37.8)
Other assets and liabilities, net	11.8		(24.9)
Net cash provided by operating activities from continuing operations	170.3		50.1
Cash Flows From Investing Activities From Continuing Operations:
Capital expenditures	(22.4)		(17.9)
Net cash paid in acquisitions	(566.4)		(30.3)
Disposals of property, plant and equipment	7.3		—

Net cash used in investing activities from continuing operations	(581.5)		(48.2)
Cash Flows From Financing Activities From Continuing Operations:
Principal payments on long-term debt	(11.0)		(9.6)

Purchases of treasury stock	(77.0)		(101.1)
Cash dividends on common shares	(8.1)		(8.2)
Proceeds from stock option exercises	9.2		4.6

Payments of deferred and contingent acquisition consideration	(1.9)		(1.8)



Other financing	(0.5)		—
Net cash used in financing activities from continuing operations	(89.3)		(116.1)
Cash Flows From Discontinued Operations:
Net cash used in operating activities	—		(4.1)


Net cash used in discontinued operations	—		(4.1)
Effect of exchange rate changes on cash and cash equivalents	6.8		(1.1)
Net decrease in cash and cash equivalents	(493.7)		(119.4)
Cash and cash equivalents, beginning of period	1,613.0		2,109.6
Cash and cash equivalents, end of period	$	1,119.3	$	1,990.2
Supplemental Cash Flow Information
Cash paid for income taxes	$	19.1	$	29.1
Cash paid for interest	36.1		17.1

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

~~Table of Contents~~

~~INGERSOLL RAND INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)~~

~~(Unaudited; in millions)~~

Nine Month Period Ended September 30, 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 — — — 387.3 — — 387.3 2.5 389.8
Dividends declared — — — (24.3) — — (24.3) — (24.3)
Issuance of common stock for stock-based compensation plans 2.3 — 13.3 — — — 13.3 — 13.3
Purchases of treasury stock — — — — — (257.8) (257.8) — (257.8)
Issuance of treasury stock for stock-based compensation plans — — (20.7) — — 22.5 1.8 — 1.8
Stock-based compensation — — 61.5 — — — 61.5 — 61.5
Other comprehensive loss, net of tax — — — — (432.4) — (432.4) (6.1) (438.5)
Dividends attributable to noncontrolling interests — — — — — — — (2.0) (2.0)
Balance at end of period 426.1 $ 4.3 $ 9,462.7 $ 741.6 $ (474.0) $ (983.7) $ 8,750.9 $ 64.1 $ 8,815.0

Nine Month Period Ended September 30, 2021
Common Stock Capital in Excess of Par Value Retained Earnings (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 — — — 269.5 — — 269.5 1.8 271.3
Issuance of common stock for stock-based compensation plans 3.4 — 19.0 — — — 19.0 — 19.0
Purchases of treasury stock — — — — — (736.5) (736.5) — (736.5)
Issuance of treasury stock for stock-based compensation plans — — (19.4) — — 20.2 0.8 — 0.8
Stock-based compensation — — 76.6 — — — 76.6 — 76.6
Other comprehensive loss, net of tax — — — — (94.0) — (94.0) (2.1) (96.1)
Divestiture of foreign subsidiaries — — — — (1.5) — (1.5) — (1.5)
Dividends attributable to noncontrolling interests — — — — — — — (0.3) (0.3)
Balance at end of period 423.5 $ 4.2 $ 9,386.5 $ 93.8 $ (81.3) $ (749.6) $ 8,653.6 $ 69.2 $ 8,722.8

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

~~Table of Contents~~

~~INGERSOLL RAND INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited; in millions)~~

For the Nine Month Period Ended September 30,
2022 2021
Cash Flows From Operating Activities From Continuing Operations:
Net income $ 389.8 $ 271.3
Income (loss) from discontinued operations, net of tax 0.6 (88.1)
Income from continuing operations 389.2 359.4
Adjustments to reconcile income from continuing operations to net cash provided by operating activities from continuing operations:
Amortization of intangible assets 263.6 244.8
Depreciation 64.4 65.5
Non-cash restructuring charges 6.0 —
Stock-based compensation expense 62.3 65.0
Income (loss) on equity method investments 2.5 2.9
Foreign currency transaction gains, net (12.3) (13.6)
Non-cash adjustments to carrying value of LIFO inventories 33.0 —
Other non-cash adjustments 3.1 8.6
Changes in assets and liabilities:
Receivables (160.1) (43.8)
Inventories (260.2) (126.6)
Accounts payable 76.4 83.7
Accrued liabilities 90.2 (129.2)
Other assets and liabilities, net (47.5) (135.8)
Net cash provided by operating activities from continuing operations 510.6 380.9
Cash Flows From Investing Activities From Continuing Operations:
Capital expenditures (61.1) (41.2)
Net cash paid in business combinations (62.5) (809.3)
Disposals of property, plant and equipment — 9.5
Other investing 4.1 —
Net cash used in investing activities from continuing operations (119.5) (841.0)
Cash Flows From Financing Activities From Continuing Operations:
Principal payments on long-term debt (647.1) (425.7)
Purchases of treasury stock (257.8) (736.5)
Cash dividends on common shares (24.3) —
Proceeds from stock option exercises 14.7 20.0
Payments of interest rate cap premiums (13.4) —
Payments of deferred and contingent acquisition consideration (4.1) —
Other financing (2.8) —
Net cash used in financing activities from continuing operations (934.8) (1,142.2)
Cash Flows From Discontinued Operations:
Net cash used in operating activities (5.0) (0.6)
Net cash provided by investing activities 4.4 1,902.5
Net cash provided by (used in) discontinued operations (0.6) 1,901.9
Effect of exchange rate changes on cash and cash equivalents (105.8) (17.5)
Net increase (decrease) in cash and cash equivalents (650.1) 282.1
Cash and cash equivalents, beginning of period 2,109.6 1,750.9
Cash and cash equivalents, end of period $ 1,459.5 $ 2,033.0
Supplemental Cash Flow Information
Cash paid for income taxes $ 117.1 $ 381.4
Cash paid for interest 64.2 62.5

~~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~~2022 (“~~2021~~2022 Form 10-K”). ~~We have reclassified certain prior year amounts 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 ~~September 30, 2022~~March 31, 2023 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,~~October 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provided optional expedients and exceptions for a limited time to ease the potential burden of accounting for reference rate reform on financial reporting. This guidance applies to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates. The guidance is effective beginning on March 12, 2020 through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which explicitly clarifies which contracts, hedging relationships, and other transactions are within the scope of the optional expedients and exceptions allowed under Topic 848.

In April 2022, the Company and its lenders executed Amendment No. 8 to the Credit Agreement, the primary purpose of which was to change the reference rate for existing and new borrowings under the Credit Agreement by replacing LIBOR with the Secured Overnight Financing Rate (“SOFR”). We applied practical expedients provided in Topic 848 allowing for the changes in contractual terms to be accounted for prospectively. These modifications had no significant impact on our financial statements. Refer to Note 9 “~~Debt” for further information regarding the terms of the Credit Agreement. The Company will continue to assess whether other provisions of Topic 848 are applicable throughout the effective period.~~

~~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)~~to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this update ~~are~~were effective for fiscal years beginning after December 15, 2022 for public companies. ~~Early adoption is permitted.~~The Company adopted this guidance on January 1, 2023 and applies the guidance prospectively to business combinations completed after this date. The adoption isdid not ~~expected to~~ have a material impact on our consolidated financial statements.

~~In September 2022, the FASB issued~~

Supply Chain Finance Program

The Company has adopted ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program ~~Obligations. This ASU~~Obligations, which requires ~~that a buyer in a~~the following disclosures about 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. Earlyprograms. This adoption ~~is permitted. The adoption is not expected to have a material~~had no impact on the Company’s financial position, results of operations or cash flows.

The Company has entered into an agreement with a financial institution to facilitate a supply chain finance program (the “SCF Program”). Under the SCF Program, qualifying suppliers may elect to sell their receivables from the Company to the financial institution. Participating suppliers negotiate arrangements for sale of their receivables directly with the financial institution, and the terms of the Company’s payment obligations are not impacted by a supplier’s participation in the SCF Program. Once a qualifying supplier elects to participate in the SCF Program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices they sell to the financial institution. However, all of the Company’s payments to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether the individual invoice is sold by the supplier to the financial institution. The Company has not pledged any assets as security or provided other forms of guarantees. All outstanding amounts related to suppliers participating in the SCF Program are recorded within “Accounts payable” in our ~~consolidated~~Condensed Consolidated Balance Sheets, and the associated payments are included in “Net cash provided by operating activities from continuing operations” within our Condensed Consolidated Statements of Cash Flows. Included in “Accounts payable” in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 were $17.3 million and $9.7 million of outstanding payment obligations, respectively, that were sold to the financial ~~statements.~~

institution by participating suppliers.

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Note 2. Discontinued Operations

Discontinued operations consists of 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.

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Specialty Vehicle Technologies

On April 9, 2021, the Company entered into an agreement to sell Club Car to private equity firm Platinum Equity Advisors, LLC (“Platinum Equity”) for $1.68 billion in cash. The sale was substantially completed on June 1, 2021 and concluded in the third quarter of 2022.

High Pressure Solutions

On February 14, 2021, the Company entered into an agreement to sell 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.

Financial information of discontinued operations

Loss from discontinued operations, net of tax was $1.4 million for the three month period ended March 31, 2022 and consisted primarily of expenses incurred to finalize separation and fulfill transition services.

Note 3. Acquisitions

Acquisitions in 2023

On January 3, 2023, the Company completed the acquisition of SPX FLOW’s Air Treatment business (“Air Treatment”) for cash consideration of $519.0 million, subject to customary post-closing purchase price adjustments. The ~~results~~business is a manufacturer of ~~operations~~desiccant and refrigerated dryers, filtration systems and purifiers for dehydration in compressed air. The acquisition is intended to expand the Company’s offerings of compressor system components through globally recognized brands. The Air Treatment business will be reported within the Industrial Technologies and Services segment.

The following table summarizes the preliminary allocation of consideration to the fair values of identifiable assets acquired and liabilities assumed in the Air Treatment business transaction. The goodwill arising from the acquisition is attributable to ~~discontinued operations are summarized below:~~

Specialty Vehicle Technologies High Pressure Solutions Total
For the Three Month Period Ended September 30,
2022 2021 2022 2021 2022 2021
Revenues $ — $ 4.4 $ — $ 2.6 $ — $ 7.0
Cost of sales — 4.2 — 2.4 — 6.6
Gross Profit — 0.2 — 0.2 — 0.4
Selling and administrative expenses — 0.3 — 0.2 — 0.5
Amortization of intangible assets — — — — — —
(Gain) loss on disposal group (2.8) 3.9 — — (2.8) 3.9
Other operating expense, net 2.1 1.8 0.1 1.8 2.2 3.6
Income (Loss) from Discontinued Operations Before Income Taxes 0.7 (5.8) (0.1) (1.8) 0.6 (7.6)
Provision (benefit) for income taxes 0.1 (1.5) — (1.9) 0.1 (3.4)
Income (Loss) from Discontinued Operations, Net of Tax $ 0.6 $ (4.3) $ (0.1) $ 0.1 $ 0.5 $ (4.2)

~~Table~~revenue and cost synergies, anticipated growth of ~~Contents~~

Specialty Vehicle Technologies High Pressure Solutions Total
For the Nine Month Period Ended September 30,
2022 2021 2022 2021 2022 2021
Revenues $ 6.6 $ 428.7 $ — $ 68.0 $ 6.6 $ 496.7
Cost of sales 6.5 319.1 — 56.8 6.5 375.9
Gross Profit 0.1 109.6 — 11.2 0.1 120.8
Selling and administrative expenses 0.1 35.6 — 5.1 0.1 40.7
Amortization of intangible assets — 10.4 — 2.4 — 12.8
Loss (gain) on sale (2.8) (252.8) — 211.7 (2.8) (41.1)
Other operating expense, net 0.4 18.0 1.6 17.3 2.0 35.3
Income (Loss) from Discontinued Operations Before Income Taxes 2.4 298.4 (1.6) (225.3) 0.8 73.1
Provision (benefit) for income taxes 0.5 168.2 (0.3) (7.0) 0.2 161.2
Income (Loss) from Discontinued Operations, Net of Tax $ 1.9 $ 130.2 $ (1.3) $ (218.3) $ 0.6 $ (88.1)

~~The carrying amount~~new and existing customers, and the assembled workforce. None of ~~assets and liabilities attributable~~this goodwill is expected to ~~discontinued operations are shown in the table below. There were no assets or liabilities of discontinued operations as of September 30, 2022.~~be deductible for tax purposes.

~~December 31, 2021~~Fair Value

~~Cash and cash equivalents~~Accounts receivable

~~6.2~~

~~Accounts receivable, net~~26.1

~~2.5~~

Inventories

43.9

~~5.6~~

Other current assets

~~0.1~~2.2

Property, plant and equipment ~~net~~

18.4

~~1.2~~

Goodwill

273.7

Other intangible assets

242.1

Other assets

10.9

Total ~~assets of discontinued operations~~current liabilities

(35.0)

~~15.6~~

~~Accounts payable~~Deferred tax liabilities

(56.4)

~~2.2~~

~~Accrued liabilities~~

~~14.9~~

~~Total liabilities of discontinued operations~~

~~17.1~~

Other noncurrent liabilities

(6.9)

Total consideration

519.0

On February 1, 2023, the Company acquired Paragon Tank Truck Equipment (“Paragon”), a provider of solutions used for loading and unloading dry bulk and liquid tanks on and off of trucks, for cash consideration of $42.3 million. Paragon has been reported within the Industrial Technologies and Services segment.

The ~~significant non-cash~~aggregate revenue and operating ~~items~~income included in the condensed consolidated financial statements for these acquisitions subsequent to the dates of acquisition was $48.4 million and ~~capital expenditures reflected in cash flows of discontinued operations~~$3.2 million for the ~~nine~~three month ~~periods~~period ended ~~September 30, 2022~~March 31, 2023, respectively. The operating income of these acquired businesses includes the effects of acquisition-related accounting adjustments such as amortization of intangible assets and ~~2021 include the following:~~fair value adjustments to acquired inventory.

Specialty Vehicle Technologies High Pressure Solutions Total
For the Nine Month Period Ended September 30,
2022 2021 2022 2021 2022 2021
Loss (gain) on sale $ (2.8) $ (252.8) $ — $ 211.7 $ (2.8) $ (41.1)
Depreciation and amortization — 14.8 — 4.0 — 18.8
Stock-based compensation expense — 8.2 — 2.7 — 10.9
Capital expenditures — 1.6 — 0.3 — 1.9

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~~Note 3. Business Combinations~~

Acquisitions in 2022

~~During the first quarter of~~On February 1, 2022, the Company acquired Houdstermaatschappij Jorc B.V. (“Jorc”), a manufacturer of condensate management products, for ~~cash consideration of $30.1 million. The Company also acquired two sales and services businesses in~~

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~~Europe for~~ aggregate cash consideration of ~~$7.4~~$30.2 million. ~~All three businesses have~~Jorc has been reported in the Industrial Technologies and Services segment from the date of acquisition.

~~During the third quarter of~~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. The Company also acquired Holtec Gas Systems LLC (“Holtec”), an internationally recognized nitrogen generator manufacturer, for cash consideration of $12.6 million. Lastly, the Company acquired Hydro Prokav Pumps (India) Private Limited (“Hydro Prokav”), for cash consideration of $14.0 million. Westwood Technical ~~and Hydro Prokav have~~has been reported in the Precision and Science Technologies segment from the date of ~~acquisition, while~~acquisition.

On September 1, 2022, the Company acquired Holtec Gas Systems LLC (“Holtec”), a nitrogen generator manufacturer, for cash consideration of $13.0 million. Holtec has been reported in the Industrial Technologies and Services ~~segment. Only the goodwill resulting~~segment from the ~~Holtec acquisition is expected~~date of acquisition.

On September 1, 2022, the Company acquired Hydro Prokav Pumps (India) Private Limited (“Hydro Prokav”) for cash consideration of $14.0 million. Hydro Prokav has been reported in the Precision and Science Technologies segment from the date of acquisition.

On October 1, 2022, the Company acquired Dosatron International L.L.C (“Dosatron International”), a technology solutions provider of water powered dosing pumps and systems, for cash consideration of $89.5 million and contingent consideration of up to ~~be deductible~~$14.7 million. Dosatron International has been reported in the Precision and Science Technologies segment from the date of acquisition.

On November 1, 2022, the Company acquired Pedro Gil Construcciones Mecanicas, S.L. (“Pedro Gil”), a manufacturer of positive displacement blowers, pumps and vacuum systems in the Spanish market, for ~~tax purposes.~~aggregate cash consideration of $17.9 million. Pedro Gil has been reported in the Industrial Technologies and Services segment from the date of acquisition.

On December 1, 2022, the Company acquired Everest Blowers Private Limited and Everest Blower Systems Private Limited (collectively, “Everest Group”), an Indian market leader for customized blower and vacuum pump solutions, for $75.3 million aggregate cash consideration and estimated contingent consideration of $12.1 million. Everest Group has been reported in the Industrial Technologies and Services segment from the date of acquisition.

Other acquisitions completed during the year ended December 31, 2022 include multiple sales and service businesses and a manufacturer in the Industrial Technologies and Services segment. The aggregate consideration for these acquisitions was $20.0 million.

The following table summarizes the allocation of consideration for all businesses acquired in 2022 to the fair values of identifiable assets acquired and liabilities assumed at the acquisition dates. Initial accounting for all 2022 acquisitions is substantially complete.


	~~Total~~
~~Accounts receivable~~	$	~~3.9~~
~~Inventories~~	~~8.2~~
~~Other current assets~~	~~0.7~~
~~Property, plant and equipment~~	~~4.2~~
~~Goodwill~~	~~65.2~~
~~Other intangible assets~~	~~7.4~~
~~Other assets~~	~~0.3~~
~~Total current liabilities~~	~~(8.3)~~
~~Deferred tax liabilities~~	~~(0.1)~~

~~Total consideration~~	$	~~81.5~~

The aggregate revenue and operating income included in the condensed consolidated financial statements for these acquisitions subsequent to the dates of acquisition was $6.8 million and $1.0 million for the three month period ended September 30, 2022, respectively, and $15.9 million and $3.0 million for the nine month period then ended, respectively. The operating income of these acquired businesses includes 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 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.

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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.

On December 1, 2021, the Company acquired the assets of Tuthill Corporation’s Pump Group for cash consideration of $84.8 million. The business is a market leader in gear and piston pump solutions. The acquisition is intended to complement existing brands and technologies in the Precision and Science Technologies segment and further penetrate high growth end markets, including life and sciences, food and beverage, medical and water and wastewater treatment. The goodwill arising from the acquisition is attributable to revenue growth and cost savings opportunities and to the assembled workforce. The majority of the goodwill resulting from this acquisition is 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 allocation of consideration to the fair values of identifiable assets acquired and liabilities assumed at the acquisition dates. Initial accounting for the acquisitions of M-D Pneumatics and Kinney Vacuum Pumps, Seepex and Maximus Solutions is complete. Initial accounting for other 2021 acquisitions is substantially complete. The remaining measurement period adjustments are not expected to be significant and will be completed in the fourth quarter of 2022.


		Seepex		M-D Pneumatics and Kinney Vacuum Pumps		Maximus Solutions		All Others		Dosatron International		All Others		Total
Accounts receivable	Accounts receivable	$	24.9	$	4.8	$	4.3	9.4	Accounts receivable	$	1.8	$	16.3	$	18.1
Inventories	Inventories	42.4		3.8		2.9		10.4	Inventories	6.2		20.7		26.9
Other current assets	Other current assets	1.9		0.2		0.2		0.3	Other current assets	0.1		1.3		1.4
Property, plant and equipment	Property, plant and equipment	40.6		16.2		2.1		15.0	Property, plant and equipment	0.3		8.9		9.2
Goodwill	Goodwill	249.0		81.5		75.9		78.9	Goodwill	57.4		151.1		208.5
Other intangible assets	Other intangible assets	239.2		82.5		39.5		95.9	Other intangible assets	41.9		43.0		84.9
Other assets	Other assets	1.4		—		—		—	Other assets	13.8		0.9		14.7
Total current liabilities	Total current liabilities	(35.1)		(3.5)		(2.4)		(4.1)	Total current liabilities	(3.5)		(30.7)		(34.2)
Deferred tax liabilities	Deferred tax liabilities	(75.6)		—		(11.3)		(4.2)	Deferred tax liabilities	(13.8)		(9.7)		(23.5)
Other noncurrent liabilities	Other noncurrent liabilities	(6.6)		(1.5)		(0.2)		(1.1)	Other noncurrent liabilities	—		(1.9)		(1.9)
Total consideration	Total consideration	$	482.1	$	184.0	$	111.0	200.5	Total consideration	$	104.2	$	199.9	$	304.1

The revenues included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was ~~$94.7~~$33.4 million and ~~$38.0~~$4.0 million for the three month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $266.4 million and $69.5 million for the nine month periods then ended,~~ respectively. The operating income included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was ~~$9.3~~$5.4 million and ~~$4.3~~$0.7 million for the three month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $20.1 million and $8.3 million for the nine month periods then ended,~~ respectively. The

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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~~2023 Actions

In 2023, the Company executed restructuring actions to ~~2022~~optimize our footprint and cost structure. Charges include workforce restructuring, facility consolidation and other exit and disposal costs. We continue to review our cost structure in the context of footprint, recent acquisitions, and the macroeconomic environment which may result in further restructuring actions throughout the year. Through March 31, 2023, we have recognized expense of $1.1 million within Industrial Technologies and Services related to the 2023 actions.

Prior Year Actions

Subsequent to the acquisition of and merger with the Industrial business of Ingersoll-Rand plc (“Ingersoll Rand Industrial”) in ~~the first quarter of~~ 2020 (the “Merger”), 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 ~~September 30, 2022,~~March 31, 2023, we have recognized cumulative expense related to the 2020 Plan of ~~$124.5~~$127.5 million, ~~comprised of $96.7~~comprising $100.8 million, ~~$16.3~~$15.2 million and $11.5 million for Industrial Technologies and Services, Precision and Science Technologies and Corporate,

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respectively. The Company expects to complete all actions by the end of 2023, and total expense for workforce restructuring, facility consolidation and other exit and disposal activities under the 2020 Plan to be approximately ~~$123~~$128 million to $138 million.

For the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2023 and 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 September 30,				For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021		2022		2021			2023		2022
Industrial Technologies and Services	Industrial Technologies and Services	$	5.7	$	1.0	$	18.0	$	5.2	Industrial Technologies and Services	$	3.1	$	3.6
Precision and Science Technologies	Precision and Science Technologies	1.3		—		9.4		0.1		Precision and Science Technologies	(0.4)		7.6
Corporate	Corporate	(0.3)		0.1		0.7		5.0		Corporate	0.2		1.3
Restructuring charges, net	Restructuring charges, net	$	6.7	$	1.1	$	28.1	$	10.3	Restructuring charges, net	$	2.9	$	12.5

The following table summarizes the activity associated with the Company’s restructuring programs for the three ~~and nine~~ month periods ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.


		For the Three Month Period Ended September 30,				For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021		2022		2021			2023		2022
Balance at beginning of period	Balance at beginning of period	$	18.0	$	14.7	$	12.3	$	17.5	Balance at beginning of period	$	14.9	$	12.3
Charged to expense - termination benefits	Charged to expense - termination benefits	4.1		0.2		16.6		8.8		Charged to expense - termination benefits	0.9		8.3
Charged to expense - other (1)	Charged to expense - other (1)	1.4		0.9		5.5		1.5		Charged to expense - other (1)	1.1		2.0
Payments	Payments	(3.9)		(3.0)		(12.1)		(14.8)		Payments	(3.6)		(4.9)
Currency translation adjustment and other	Currency translation adjustment and other	(1.9)		(0.2)		(4.6)		(0.4)		Currency translation adjustment and other	0.1		(0.8)
Balance at end of period	Balance at end of period	$	17.7	$	12.6	$	17.7	$	12.6	Balance at end of period	$	13.4	$	16.9

(1)Excludes ~~$1.2~~$0.9 million and ~~$6.0~~$2.2 million of non-cash charges that impacted restructuring expense but not the restructuring liabilities during the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively~~.

~~Note 5. Inventories~~

~~Inventories as of September 30, 2022 and December 31, 2021 consisted of the following.~~

September 30, 2022 December 31, 2021
Raw materials, including parts and subassemblies $ 623.7 $ 506.6
Work-in-process 104.5 88.6
Finished goods 341.7 283.4
1,069.9 878.6
LIFO reserve (57.4) (24.4)
Inventories $ 1,012.5 $ 854.2

respectively.

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Note 5. Allowance for Credit Losses

The allowance for credit losses for the three month periods ended March 31, 2023 and 2022 consisted of the following.


	For the Three Month Period Ended March 31,
	2023		2022
Balance at beginning of the period	$	47.2	$	42.3

Provision charged to expense	4.0		2.0
Write-offs, net of recoveries	(0.4)		(0.5)
Foreign currency translation and other	0.2		(0.1)
Balance at end of the period	$	51.0	$	43.7

Note 6. Inventories

Inventories as of March 31, 2023 and December 31, 2022 consisted of the following.


	March 31, 2023		December 31, 2022
Raw materials, including parts and subassemblies	$	685.8	$	625.0
Work-in-process	139.9		122.2
Finished goods	365.2		338.7
	1,190.9		1,085.9
LIFO reserve	(68.3)		(60.5)
Inventories	$	1,122.6	$	1,025.4

Note 6.7. Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill attributable to each reportable segment for the ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 is presented in the table below.


		Industrial Technologies and Services		Precision and Science Technologies		Total			Industrial Technologies and Services		Precision and Science Technologies		Total
Balance at beginning of period	Balance at beginning of period	$	4,177.3	$	1,804.3	$	5,981.6	Balance at beginning of period	$	4,222.5	$	1,841.7	$	6,064.2
Acquisitions	Acquisitions	36.3		28.9		65.2		Acquisitions	301.7		—		301.7

Foreign currency translation and other(1)	Foreign currency translation and other(1)	(181.8)		(76.0)		(257.8)		Foreign currency translation and other(1)	12.3		7.7		20.0
Balance at end of period	Balance at end of period	$	4,031.8	$	1,757.2	$	5,789.0	Balance at end of period	$	4,536.5	$	1,849.4	$	6,385.9

(1)Includes measurement period ~~adjustments.~~adjustments

As of both ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, goodwill included accumulated impairment losses of $220.6 million within the Industrial Technologies and Services segment.

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Other Intangible Assets, Net

Other intangible assets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 consisted of the following.


		September 30, 2022						December 31, 2021							March 31, 2023						December 31, 2022
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets	Amortized intangible assets													Amortized intangible assets
Customer lists and relationships	Customer lists and relationships	$	2,904.2	$	(1,178.4)	$	1,725.8	$	3,055.0	$	(1,048.3)	$	2,006.7	Customer lists and relationships	$	3,205.7	$	(1,365.1)	$	1,840.6	$	3,029.0	$	(1,286.1)	$	1,742.9
Technology	Technology	343.7		(111.9)		231.8		356.4		(77.8)		278.6		Technology	376.0		(138.2)		237.8		360.0		(124.5)		235.5
Tradenames	Tradenames	43.2		(21.0)		22.2		47.8		(19.0)		28.8		Tradenames	51.6		(24.1)		27.5		46.2		(22.7)		23.5
Backlog	Backlog	—		—		—		8.1		(5.1)		3.0		Backlog	8.0		(2.7)		5.3		1.0		(0.3)		0.7
Other	Other	111.0		(87.4)		23.6		107.1		(76.9)		30.2		Other	115.6		(97.1)		18.5		113.7		(93.2)		20.5
Unamortized intangible assets	Unamortized intangible assets													Unamortized intangible assets
Tradenames	Tradenames	1,530.2		—		1,530.2		1,565.4		—		1,565.4		Tradenames	1,609.4		—		1,609.4		1,555.5		—		1,555.5
Total other intangible assets	Total other intangible assets	$	4,932.3	$	(1,398.7)	$	3,533.6	$	5,139.8	$	(1,227.1)	$	3,912.7	Total other intangible assets	$	5,366.3	$	(1,627.2)	$	3,739.1	$	5,105.4	$	(1,526.8)	$	3,578.6

Intangible Asset Impairment Considerations

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were no indications that the carrying value of goodwill and other intangible assets may not be recoverable.

Note 7.8. Accrued Liabilities

Accrued liabilities as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 consisted of the following.

September 30, 2022 December 31, 2021
Salaries, wages and related fringe benefits $ 207.0 $ 232.1
Contract liabilities 299.7 242.1
Product warranty 42.8 42.5
Operating lease liabilities 38.5 34.9
Restructuring 17.7 12.3
Taxes 33.9 41.6
Other 151.7 135.8
Total accrued liabilities $ 791.3 $ 741.3

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	March 31, 2023		December 31, 2022
Salaries, wages and related fringe benefits	$	223.9	$	223.3
Contract liabilities	350.8		305.6
Product warranty	54.1		46.2
Operating lease liabilities	41.3		39.6
Restructuring	13.4		14.9
Taxes	80.6		63.3
Other	171.2		165.9
Total accrued liabilities	$	935.3	$	858.8

A reconciliation of the changes in the accrued product warranty liability for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ are as follows.


		For the Three Month Period Ended September 30,				For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021		2022		2021			2023		2022
Balance at beginning of period	Balance at beginning of period	$	43.1	$	42.0	$	42.5	$	41.1	Balance at beginning of period	$	46.2	$	42.5
Product warranty accruals	Product warranty accruals	4.9		4.3		14.3		14.1		Product warranty accruals	8.9		4.2
Acquired warranty	Acquired warranty	—		1.9		—		2.0		Acquired warranty	1.4		—
Settlements	Settlements	(3.5)		(3.2)		(10.8)		(12.1)		Settlements	(3.9)		(3.8)
Foreign currency translation and other	Foreign currency translation and other	(1.7)		(0.5)		(3.2)		(0.6)		Foreign currency translation and other	1.5		(0.4)
Balance at end of period	Balance at end of period	$	42.8	$	44.5	$	42.8	$	44.5	Balance at end of period	$	54.1	$	42.5

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Note 8.9. 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 ~~and nine~~ month periods ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.


		Pension Benefits								Other Postretirement Benefits					Pension Benefits								Other Postretirement Benefits
		U.S. Plans				Non-U.S. Plans									U.S. Plans				Non-U.S. Plans
		For the Three Month Period Ended September 30,													For the Three Month Period Ended March 31,
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022		2023		2022
Service cost	Service cost	$	1.1	$	1.6	$	0.8	$	1.1	$	—	$	—	Service cost	$	—	$	1.1	$	0.6	$	0.9	$	—	$	—
Interest cost	Interest cost	2.8		2.7		1.4		1.2		0.2		0.1		Interest cost	4.0		2.8		2.7		1.6		0.2		0.2
Expected return on plan assets	Expected return on plan assets	(3.3)		(3.0)		(2.8)		(3.1)		—		—		Expected return on plan assets	(3.3)		(3.2)		(2.7)		(3.2)		—		—
Recognition of:	Recognition of:													Recognition of:
Unrecognized prior service cost		—		—		—		—		0.1		(0.1)

Unrecognized net actuarial loss	Unrecognized net actuarial loss	—		—		0.1		1.2		—		0.1		Unrecognized net actuarial loss	—		—		(0.4)		0.1		(0.1)		—
		0.6		1.3		(0.5)		0.4		0.3		0.1			0.7		0.7		0.2		(0.6)		0.1		0.2
Gain on settlement	Gain on settlement	—		(0.8)		—		—		—		—		Gain on settlement	—		(0.9)		—		—		—		—
		$	0.6	$	0.5	$	(0.5)	$	0.4	$	0.3	$	0.1		$	0.7	$	(0.2)	$	0.2	$	(0.6)	$	0.1	$	0.2

Pension Benefits Other Postretirement Benefits
U.S. Plans Non-U.S. Plans
For the Nine Month Period Ended September 30,
2022 2021 2022 2021 2022 2021
Service cost $ 3.2 $ 5.0 $ 2.5 $ 3.3 $ — $ —
Interest cost 8.5 8.2 4.5 3.5 0.5 0.4
Expected return on plan assets (9.8) (9.2) (9.0) (9.2) — —
Recognition of:
Unrecognized prior service cost — — 0.1 0.1 0.1 (0.3)
Unrecognized net actuarial loss — — 0.2 3.7 — 0.1
1.9 4.0 (1.7) 1.4 0.6 0.2
Gain on settlement (0.9) (0.8) — — — —
$ 1.0 $ 3.2 $ (1.7) $ 1.4 $ 0.6 $ 0.2

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 9.10. Debt

Debt as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 is summarized as follows.


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Short-term borrowings	Short-term borrowings	$	0.5	$	—	Short-term borrowings	$	3.8	$	4.5
Long-term debt:	Long-term debt:					Long-term debt:

Dollar Term Loan B, due 2027(1)	Dollar Term Loan B, due 2027(1)	1,851.0		1,865.0		Dollar Term Loan B, due 2027(1)	1,841.7		1,846.3
Dollar Term Loan, due 2027(2)	Dollar Term Loan, due 2027(2)	903.7		910.5		Dollar Term Loan, due 2027(2)	899.1		901.4
Euro Term Loan(3)		—		670.7

Finance leases and other long-term debt	Finance leases and other long-term debt	21.3		23.9		Finance leases and other long-term debt	18.2		22.2
Unamortized debt issuance costs	Unamortized debt issuance costs	(23.6)		(29.5)		Unamortized debt issuance costs	(20.1)		(21.8)
Total long-term debt, net, including current maturities	Total long-term debt, net, including current maturities	2,752.4		3,440.6		Total long-term debt, net, including current maturities	2,738.9		2,748.1
Current maturities of long-term debt	Current maturities of long-term debt	32.3		38.8		Current maturities of long-term debt	30.1		32.0
Total long-term debt, net	Total long-term debt, net	$	2,720.1	$	3,401.8	Total long-term debt, net	$	2,708.8	$	2,716.1

(1)As of ~~September 30, 2022,~~March 31, 2023, this amount is presented net of unamortized discounts of ~~$1.5~~$1.3 million. As of ~~September 30, 2022,~~March 31, 2023, the applicable interest rate was approximately ~~4.88%~~6.47% and the weighted-average interest rate was ~~2.80%~~6.35% for the ~~nine~~three month period ended ~~September 30, 2022.~~March 31, 2023.

(2)As of ~~September 30, 2022,~~March 31, 2023, this amount is presented net of unamortized discounts of $0.7 million. As of ~~September 30, 2022,~~March 31, 2023, the applicable interest rate was approximately ~~4.88%~~6.47% and the weighted average interest rate was ~~2.80%~~6.35% for the ~~nine~~three month period ended ~~September 30, 2022.~~

~~(3)The weighted average interest rate was 2.00% for the six month period prior to the loan repayment on June 30, 2022, as discussed below.~~March 31, 2023.

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 U.S. dollars (entered into at the time of the Merger, the “Dollar Term Loan B”), ~~(iii) a senior secured term loan facility denominated in Euros (as refinanced~~ and ~~otherwise modified from time to time prior to February 28, 2020, the “Euro Term Loan”) and (iv)~~(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~~2022 for further information on the Senior Secured Credit Facilities.

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 USD LIBOR with the SOFR as the benchmark interest rate for all existing USD borrowings with LIBOR-based rates and any subsequent USD borrowings. These modifications had no significant impact on our financial statements.

On June 30, 2022, the Company repaid the Euro Term Loan outstanding principal balance of €589.1 million using cash on hand. The prepayment resulted in the write-off of unamortized debt issuance costs and unamortized issuance discount of $1.1 million which was recognized in “Loss on extinguishment of debt” in the Condensed Consolidated Statements of Operations.

As of ~~September 30, 2022,~~March 31, 2023, 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 ~~September 30, 2022,~~March 31, 2023, the Company had no outstanding borrowings under the Revolving Credit Facility, no outstanding letters of credit under the Revolving Credit Facility and unused availability under the Revolving Credit Facility of $1,100.0 million. See Note 21 “Subsequent Event” regarding Amendment No. 9 to the Credit Agreement.

As of ~~September 30, 2022,~~March 31, 2023, we were in compliance with all covenants of our Senior Secured Credit Facilities.

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Note ~~10.~~11. Stock-Based Compensation Plans

The Company has outstanding stock-based compensation awards granted under the 2013 Stock Incentive Plan (“2013 Plan”) and the 2017 Omnibus Incentive Plan (as amended by the First Amendment, dated April 27, 2021, “2017 Plan”) as described in Note 18, “Stock-Based Compensation Plans” to the consolidated financial statements in its ~~2021~~2022 Form 10-K.

The Company’s stock-based compensation awards are generally granted in the first quarter of the year and consist of stock options, restricted stock units and performance share units. Eligible employees were also granted restricted stock units, during the three month period 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~~For the ~~nine~~three month periods ended ~~September 30,~~March 31, 2023 and 2022, the Company recognized stock-based compensation expense of $12.1 million and ~~2021~~$19.8 million, respectively. These costs 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 September 30, For the Nine Month Period Ended September 30,
2022 2021 2022 2021
Stock-based compensation expense recognized in:
Continuing operations $ 20.1 $ 21.9 $ 62.3 $ 65.0
Discontinued operations — — — 10.9
Total stock-based compensation expense $ 20.1 $ 21.9 $ 62.3 $ 75.9

~~Stock-Based Compensation - Continuing Operations~~Operations.

In the ~~nine~~three month period ended ~~September 30, 2022,~~March 31, 2023, the ~~$62.3~~$12.1 million of stock-based compensation expense included expense for equity awards granted under the 2013 and 2017 Plan of ~~$63.6~~$11.4 million and ~~a decrease~~an increase in the liability for stock appreciation rights (“SAR”) of ~~$1.3~~$0.7 million. Of the $63.6 million of expense for equity awards granted under the 2013 Plan and 2017 Plan, $33.1 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 ~~September 30, 2022,~~March 31, 2023, there was ~~$123.4~~$151.8 million of total unrecognized compensation expense related to outstanding stock options, restricted stock unit awards and performance stock unit awards granted to employees and non-employee directors, as well as ~~500,000~~400,000 conditional stock options awarded during the third quarter of 2022 to our Chairman and CEO in which the service date precedes the grant date, and will be granted upon achievement of certain performance targets. These ~~500,000~~400,000 stock options have not been included in the Stock Option Awards section below since the grant date has not occurred.

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.

A summary of the Company’s stock option (including SARs) activity for the ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 is presented in the following table (underlying shares in thousands).


		Shares	Weighted-Average Exercise Price (per share)			Shares	Weighted-Average Exercise Price (per share)
Stock options outstanding as of December 31, 2021		6,746	$	21.76
Stock options outstanding as of December 31, 2022					Stock options outstanding as of December 31, 2022	6,383	$	25.22

Granted	Granted	741	53.05		Granted	741	57.89
Exercised or settled	Exercised or settled	(711)	20.67		Exercised or settled	(457)	20.49
Forfeited	Forfeited	(127)	37.49		Forfeited	(31)	42.87
Expired	Expired	(6)	38.19		Expired	—	53.09
Stock options outstanding as of September 30, 2022		6,643	25.05
Stock options outstanding as of March 31, 2023					Stock options outstanding as of March 31, 2023	6,636	29.11

Vested as of September 30, 2022		4,649	18.34
Vested as of March 31, 2023					Vested as of March 31, 2023	4,798	21.14

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The following assumptions were used to estimate the fair value of options granted during the ~~nine~~three month periods ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ using the Black-Scholes option-pricing model.


		For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
Assumptions	Assumptions	2022		2021		Assumptions	2023		2022
Expected life of options (in years)	Expected life of options (in years)	6.3		6.3		Expected life of options (in years)	6.3 - 7.5		6.3
Risk-free interest rate	Risk-free interest rate	1.9% - 3.1%		0.9% - 1.1%		Risk-free interest rate	4.0% - 4.1%		1.9%
Assumed volatility	Assumed volatility	37.1% - 38.3%		38.9% - 39.4%		Assumed volatility	36.6%		38.3%
Expected dividend rate	Expected dividend rate	0.2	%	0.0	%	Expected dividend rate	0.1	%	0.2	%

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 ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 is presented in the following table (underlying shares in thousands).


		Shares	Weighted-Average Grant-Date Fair Value			Shares	Weighted-Average Grant-Date Fair Value
Non-vested as of December 31, 2021		2,677	$	34.08
Non-vested as of December 31, 2022					Non-vested as of December 31, 2022	1,005	$	43.50

Granted	Granted	551	52.33		Granted	377	57.89
Vested	Vested	(1,997)	34.02		Vested	(340)	37.36
Forfeited	Forfeited	(176)	36.67		Forfeited	(20)	46.71
Non-vested as of September 30, 2022		1,055	43.29
Non-vested as of March 31, 2023					Non-vested as of March 31, 2023	1,022	50.79

Performance Share Unit (“PSUs”) Awards

Annually, during the first quarter, the Company grants TSR PSUs to certain officers in which the number of shares issued at the end of the performance period is determined by the Company’s total shareholder return percentile rank versus the S&P 500 index for the three year performance period. The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation cost is recognized straight-line over a three year period.

During the third quarter of 2022, the Company granted Special TSR PSUs to its Chairman and CEO that will become earned (but not vested) on the first date during the five year performance period on which the sum of (i) the 60-day volume-weighted average closing price of the Company’s common stock, plus (ii) the cumulative value of any dividends paid during the five year performance period equals or exceeds $81.85. The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation cost is recognized straight-line over a five year period. The Company also granted its Chairman and CEO Special EPS PSUs that are eligible to vest based on the level of compounded annual growth rate of the Company’s Adjusted EPS during the five year performance period. The grant date fair value of these awards is based on the market price of the Company’s common stock on the grant date and recognized as a compensation expense over a 4.3 year period.

A summary of the Company’s performance stock unit activity for the ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 is presented in the following table (underlying shares in thousands).


		Shares	Weighted-Average Grant-Date Fair Value			Shares	Weighted-Average Grant-Date Fair Value
Non-vested as of December 31, 2021		393	$	39.89
Non-vested as of December 31, 2022					Non-vested as of December 31, 2022	1,539	$	44.99
Granted	Granted	1,175	46.56		Granted	149	75.52
Change in units based on performance					Change in units based on performance	222	29.72
Vested					Vested	(444)	29.72
Forfeited	Forfeited	(29)	39.61		Forfeited	(17)	59.67
Non-vested as of September 30, 2022		1,539	44.99
Non-vested as of March 31, 2023					Non-vested as of March 31, 2023	1,449	50.29

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The following assumptions were used to estimate the fair value of performance share units granted during the ~~nine~~three month periods ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ using the Monte Carlo simulation pricing model.


		For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
Assumptions	Assumptions	2022		2021		Assumptions	2023		2022
Expected term (in years)	Expected term (in years)	2.9 - 5.0		2.9		Expected term (in years)	2.9		2.9
Risk-free interest rate	Risk-free interest rate	1.7% - 3.4%		0.2	%	Risk-free interest rate	4.4%		1.7	%
Assumed volatility	Assumed volatility	35.0% - 36.4%		36.9	%	Assumed volatility	31.8%		36.4	%
Expected dividend rate	Expected dividend rate	0.2	%	—	%	Expected dividend rate	0.1	%	0.2	%

Note ~~11.~~12. Accumulated Other Comprehensive 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 swap and cap contracts), net of income taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes. See Note 89 “Benefit Plans” and Note 1213 “Hedging Activities and 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 September 30,
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 $ (207.9) $ — $ (207.9) $ (52.1) $ 4.5 $ (47.6)
Unrecognized gains on cash flow hedges 26.1 (6.5) 19.6 — — —
Pension and other postretirement benefit prior service cost and gain or loss, net 7.0 (1.7) 5.3 2.4 (0.6) 1.8
Other comprehensive loss $ (174.8) $ (8.2) $ (183.0) $ (49.7) $ 3.9 $ (45.8)


		For the Nine Month Period Ended September 30,													For the Three Month Period Ended March 31,
		2022						2021							2023						2022
		Before-Tax Amount		Tax Benefit or (Expense)		Net of Tax Amount		Before-Tax Amount		Tax Benefit or (Expense)		Net of Tax Amount			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	Foreign currency translation adjustments, net	$	(413.0)	$	(35.8)	$	(448.8)	$	(108.3)	$	10.0	$	(98.3)	Foreign currency translation adjustments, net	$	46.2	$	(15.4)	$	30.8	$	(21.7)	$	(7.1)	$	(28.8)
Unrecognized gains on cash flow hedges		19.8		(5.6)		14.2		—		—		—
Unrecognized losses on cash flow hedges														Unrecognized losses on cash flow hedges	(7.1)		1.8		(5.3)		—		—		—
Pension and other postretirement benefit prior service cost and gain or loss, net	Pension and other postretirement benefit prior service cost and gain or loss, net	2.9		(0.7)		2.2		5.4		(1.1)		4.3		Pension and other postretirement benefit prior service cost and gain or loss, net	(0.2)		—		(0.2)		(1.5)		0.4		(1.1)
Other comprehensive loss		$	(390.3)	$	(42.1)	$	(432.4)	$	(102.9)	$	8.9	$	(94.0)
Other comprehensive income (loss)														Other comprehensive income (loss)	$	38.9	$	(13.6)	$	25.3	$	(23.2)	$	(6.7)	$	(29.9)

The tables above include only the other comprehensive ~~loss,~~income (loss), net of tax, attributable to Ingersoll Rand Inc. Other comprehensive income, ~~(loss),~~ net of tax, attributable to noncontrolling interest holders was ~~$(1.9)~~$0.9 million and ~~$0.2~~$0.6 million for the three month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $(6.1) million and $(2.1) million for the nine month periods ended September 30, 2022 and 2021,~~ respectively, and related entirely to foreign currency translation adjustments.

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Changes in accumulated other comprehensive ~~income (loss)~~loss by component for the ~~nine~~three month periods ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ are presented in the following table net of tax.


		Foreign Currency Translation Adjustments, Net		Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Total			Foreign Currency Translation Adjustments, Net		Cash Flow Hedges		Pension and Other Postretirement Benefit Plans		Total
Balance as of December 31, 2021		$	(29.9)	$	—	$	(11.7)	$	(41.6)
Balance as of December 31, 2022										Balance as of December 31, 2022	$	(282.8)	$	16.0	$	15.1	$	(251.7)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(444.5)		12.3		2.6		(429.6)		Other comprehensive income (loss) before reclassifications	34.8		(3.8)		0.2		31.2
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	(4.3)		1.9		(0.4)		(2.8)		Amounts reclassified from accumulated other comprehensive loss	(4.0)		(1.5)		(0.4)		(5.9)
Other comprehensive income (loss)	Other comprehensive income (loss)	(448.8)		14.2		2.2		(432.4)		Other comprehensive income (loss)	30.8		(5.3)		(0.2)		25.3

Balance as of September 30, 2022		$	(478.7)	$	14.2	$	(9.5)	$	(474.0)
Balance as of March 31, 2023										Balance as of March 31, 2023	$	(252.0)	$	10.7	$	14.9	$	(226.4)

Foreign Currency Translation Adjustments, Net Cash Flow Hedges 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 (98.3) — 2.2 (96.1)
Amounts reclassified from accumulated other comprehensive loss — — 2.1 2.1
Other comprehensive income (loss) (98.3) — 4.3 (94.0)
Divestiture of foreign subsidiaries (1.5) — — (1.5)
Balance as of September 30, 2021 $ (25.2) $ — $ (56.1) $ (81.3)

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	Foreign Currency Translation Adjustments, Net		Cash Flow Hedges		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 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)

Reclassifications out of accumulated other comprehensive ~~income (loss)~~loss for the ~~nine~~three month periods ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ are presented in the following table.

													Amount Reclassified from Accumulated Other Comprehensive Loss
Details about Accumulated Other Comprehensive Loss Components	Details about Accumulated Other Comprehensive Loss Components	For the Nine Month Period Ended September 30,				Affected Line(s) in the Statement Where Net Income is Presented	Details about Accumulated Other Comprehensive Loss Components	For the Three Month Period Ended March 31,				Affected Line(s) in the Statement Where Net Income is Presented
		2022		2021				2023		2022
Cash flow hedges (interest rate swaps and caps)	Cash flow hedges (interest rate swaps and caps)	$	2.5	$	—	Interest expense	Cash flow hedges (interest rate swaps and caps)	$	(2.0)	$	—	Interest expense
Benefit for income taxes		(0.6)		—		Provision for income taxes
Provision for income taxes							Provision for income taxes	0.5		—		Provision for income taxes
Cash flow hedges (interest rate swaps and caps), net of tax	Cash flow hedges (interest rate swaps and caps), net of tax	$	1.9	$	—		Cash flow hedges (interest rate swaps and caps), net of tax	$	(1.5)	$	—

Net investment hedges	Net investment hedges	$	(5.7)	$	—	Interest expense	Net investment hedges	$	(5.4)	$	—	Interest expense
Provision for income taxes	Provision for income taxes	1.4		—		Provision for income taxes	Provision for income taxes	1.4		—		Provision for income taxes
Net investment hedges, net of tax	Net investment hedges, net of tax	$	(4.3)	$	—		Net investment hedges, net of tax	$	(4.0)	$	—

Amortization of defined benefit pension and other postretirement benefit items(1)	Amortization of defined benefit pension and other postretirement benefit items(1)	$	(0.5)	$	2.8	Cost of sales and Selling and administrative expenses	Amortization of defined benefit pension and other postretirement benefit items(1)	$	(0.5)	$	(0.8)	Cost of sales and Selling and administrative expenses
Provision (benefit) for income taxes		0.1		(0.7)		Provision for income taxes
Provision for income taxes							Provision for income taxes	0.1		0.2		Provision for income taxes
Amortization of defined benefit pension and other postretirement benefit items, net of tax	Amortization of defined benefit pension and other postretirement benefit items, net of tax	$	(0.4)	$	2.1		Amortization of defined benefit pension and other postretirement benefit items, net of tax	$	(0.4)	$	(0.6)

Total reclassifications for the period, net of tax	Total reclassifications for the period, net of tax	$	(2.8)	$	2.1		Total reclassifications for the period, net of tax	$	(5.9)	$	(0.6)

(1)These components are included in the computation of net periodic benefit cost. See Note 89 “Benefit Plans” for additional details.

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Note ~~12.~~13. Hedging Activities and 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 cross-currency interest rate swap and foreign currency forward contracts and interest rate swap and cap contracts, to manage the risks from fluctuations in foreign currency exchange rates and interest rates, respectively. The Company does not purchase or hold derivatives for trading or speculative purposes.

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

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which the Company and its subsidiaries enter into transactions. The Company is exposed to the impacts of changes in foreign currency exchange rates on the translation of its non-U.S. subsidiaries’ assets, liabilities and earnings into USD. The Company manages this exposure by having certain U.S. subsidiaries borrow in currencies other than the USD or utilizing cross-currency interest rate swaps as net investment hedges.

The Company and its subsidiaries are also subject to the risk that arises when they, from time to time, enter into transactions in currencies other than their functional currency. To mitigate this risk, the Company and its subsidiaries typically settle intercompany trading balances at least quarterly. The Company also selectively uses forward currency contracts to manage this risk. These contracts for the sale or purchase of 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.


September 30, 2022
March 31, 2023													March 31, 2023
Derivative Classification	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		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 Designated as Hedging Instruments	Derivatives Designated as Hedging Instruments												Derivatives Designated as Hedging Instruments
Interest rate swap contracts	Interest rate swap contracts	Cash flow	$	528.5	$	5.6	$	7.8	$	—	$	—	Interest rate swap contracts	Cash flow	$	528.5	$	7.9	$	1.6	$	—	$	—
Interest rate cap contracts	Interest rate cap contracts	Cash flow	1,000.0		4.6		13.9		—		—		Interest rate cap contracts	Cash flow	1,000.0		8.7		5.8		—		—
Cross-currency interest rate swap contracts	Cross-currency interest rate swap contracts	Net investment	1,054.2		20.2		46.1		—		—		Cross-currency interest rate swap contracts	Net investment	1,054.2		14.9		—		—		36.7
Derivatives Not Designated as Hedging Instruments	Derivatives Not Designated as Hedging Instruments												Derivatives Not Designated as Hedging Instruments

Foreign currency forwards	Foreign currency forwards	Fair value	$	22.8	$	0.4	$	—	$	—	$	—	Foreign currency forwards	Fair value	20.9		—		—		—		0.1
Foreign currency forwards		Fair value	—		—		—		—		—


December 31, 2021
December 31, 2022													December 31, 2022
Derivative Classification	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		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 Designated as Hedging Instruments													Derivatives Designated as Hedging Instruments
Interest rate swap contracts													Interest rate swap contracts	Cash Flow	$	528.5	$	8.8	$	5.3	$	—	$	—
Interest rate cap contracts													Interest rate cap contracts	Cash flow	1,000.0		8.3		9.8		—		—
Cross-currency interest rate swap contracts													Cross-currency interest rate swap contracts	Net investment	1,054.2		17.7		—		—		28.7
Derivatives Not Designated as Hedging Instruments	Derivatives Not Designated as Hedging Instruments												Derivatives Not Designated as Hedging Instruments
Foreign currency forwards	Foreign currency forwards	Fair Value	$	22.1	$	—	$	—	$	—	$	—	Foreign currency forwards	Fair Value	$	7.3	$	—	$	—	$	—	$	—
Foreign currency forwards	Foreign currency forwards	Fair Value	19.3		—		—		0.2		—		Foreign currency forwards	Fair Value	15.8		—		—		—		—

(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.

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Payments of interest rate cap premiums are classified as financing cash flows in the Condensed Consolidated Statements of Cash Flows. All other cash flows related to derivatives are classified as operating cash flows in the Condensed Consolidated Statements of Cash Flows.

There were no off-balance sheet derivative instruments as of ~~September 30, 2022~~March 31, 2023 or December 31, ~~2021.~~2022.

Interest Rate Swap and Cap Contracts Designated as Cash Flow Hedges

As of ~~September 30, 2022,~~March 31, 2023, the Company was the fixed rate payor on two interest rate swap contracts that effectively fix the SOFR-based index used to determine the interest rates charged on a total of $528.5 million of the Company’s SOFR-based variable rate borrowings. These contracts carry a fixed rate of 3.2% and expire in 2025. These swap agreements qualify as hedging instruments and have been designated as cash flow hedges of forecasted SOFR-based interest payments. Based on SOFR-based swap yield

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curves as of ~~September 30, 2022,~~March 31, 2023, the Company expects to reclassify gains of ~~$5.7~~$7.9 million out of accumulated other comprehensive income (“AOCI”) into earnings during the next 12 months.

As of ~~September 30, 2022,~~March 31, 2023, the Company entered into three interest rate cap contracts that effectively limit the SOFR-based index used to determine the interest rates charged on a total of $1,000.0 million of the Company’s SOFR-based variable rate borrowings to 4.0% and expire in 2025. These swap agreements qualify as hedging instruments and have been designated as cash flow hedges of forecasted SOFR-based interest payments. As of ~~September 30, 2022,~~March 31, 2023, the Company expects to reclassify ~~$1.7~~net gains of $1.4 million ~~of expense~~ out of AOCI into earnings during the next 12 months.

~~Gains~~Losses on derivatives designated as cash flow hedges included in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ are as presented in the table below.

For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2022 2021 2022 2021
Gain recognized in OCI on derivatives $ 23.7 $ — $ 17.1 $ —
Loss reclassified from AOCI into income (effective portion)(1)
(2.4) — (2.5) —


	For the Three Month Period Ended March 31,
	2023		2022
Loss recognized in OCI on derivatives	$	(5.1)	$	—
Gain reclassified from AOCI into income (effective portion)(1)	2.0		—

(1)Losses on derivatives reclassified from AOCI into income were included within “Interest expense” in the Condensed Consolidated Statements of Operations.

Cross-Currency Interest Rate Swap Contracts Designated as Net Investment Hedges

As of ~~September 30, 2022,~~March 31, 2023, the Company was the fixed rate payor on two cross-currency interest rate swap contracts that replace a fixed rate of 3.2% on a total of $528.5 million with a fixed rate of 1.6% on a total of €500.0 million. These contracts expire in 2025. These contracts have been designated as net investment hedges of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity.

As of ~~September 30, 2022,~~March 31, 2023, the Company entered into three cross-currency interest rate swap contracts where we receive SOFR on a total of $525.7 million and pay EURIBOR on a total of €500.0 million. These contracts expire in 2025. These contracts have been designated as net investment hedges of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity.

~~Gains~~Losses on derivatives designated as net investment hedges included in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ are as presented in the table below.


		For the Three Month Period Ended September 30,				For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021		2022		2021			2023		2022
Gain recognized in OCI on derivatives		$	65.9	$	—	$	71.9	$	—
Loss recognized in OCI on derivatives										Loss recognized in OCI on derivatives	$	(5.5)	$	—
Gain reclassified from AOCI into income (effective portion)(1)	Gain reclassified from AOCI into income (effective portion)(1)	5.6		—		5.7		—		Gain reclassified from AOCI into income (effective portion)(1)	5.4		—

(1)Gains on derivatives reclassified from AOCI into income were included within “Interest expense” in the Condensed Consolidated Statements of Operations.

Foreign Currency Forwards Not Designated as Hedging Instruments

The Company had three foreign currency forward contracts outstanding as of ~~September 30, 2022~~March 31, 2023 with notional amounts ranging from ~~$5.4~~$3.3 million to ~~$10.2~~$10.3 million. These contracts are used to hedge the change in fair value of recognized foreign currency

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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 ~~and nine~~ month periods ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows.


		For the Three Month Period Ended September 30,				For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021		2022		2021			2023		2022
Foreign currency forward contracts gains (losses)	Foreign currency forward contracts gains (losses)	$	(0.1)	$	(2.4)	$	3.0	$	(2.5)	Foreign currency forward contracts gains (losses)	$	0.2	$	(1.0)
Total foreign currency transaction gains (losses), net	Total foreign currency transaction gains (losses), net	6.7		(1.1)		12.3		13.6		Total foreign currency transaction gains (losses), net	(1.0)		3.8

Foreign Currency Denominated Debt Designated as a Net Investment Hedge

In February 2020, the Company designated its Euro Term Loan, which had a principal balance at that time of €601.2 million, as a hedge of the Company's net investment in subsidiaries with a functional currency of euro. This loan was repaid in June 2022 and the hedge has been discontinued. ~~See Note 9 “Debt” for further discussion of the repayment of the Euro Term Loan.~~

The Company’s gains, ~~(losses),~~ net of income tax, associated with changes in the value of debt for the three ~~and nine~~ month ~~periods~~period ended ~~September 30,~~March 31, 2022 ~~and 2021 were as follows.~~was $13.3 million.

For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2022 2021 2022 2021
Gain, net of income tax, recorded through other comprehensive income $ — $ 12.2 $ 36.4 $ 25.4

Note 14. 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, acquisition related contingent consideration 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.


		September 30, 2022									March 31, 2023
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Financial Assets	Financial Assets									Financial Assets
Trading securities held in deferred compensation plan(1)	Trading securities held in deferred compensation plan(1)	$	11.3	$	—	$	—	$	11.3	Trading securities held in deferred compensation plan(1)	$	13.5	$	—	$	—	$	13.5
Interest rate swaps(2)	Interest rate swaps(2)	—		13.4		—		13.4		Interest rate swaps(2)	—		9.5		—		9.5
Interest rate caps(3)	Interest rate caps(3)	—		18.5		—		18.5		Interest rate caps(3)	—		14.5		—		14.5
Cross-currency interest rate swaps(4)	Cross-currency interest rate swaps(4)	—		66.3		—		66.3		Cross-currency interest rate swaps(4)	—		14.9		—		14.9
Foreign currency forwards(5)		—		0.4		—		0.4

Total	Total	$	11.3	$	98.6	$	—	$	109.9	Total	$	13.5	$	38.9	$	—	$	52.4
Financial Liabilities	Financial Liabilities									Financial Liabilities
Deferred compensation plans(1)	Deferred compensation plans(1)	$	18.3	$	—	$	—	$	18.3	Deferred compensation plans(1)	$	19.7	$	—	$	—	$	19.7

Cross-currency interest rate swaps(4)										Cross-currency interest rate swaps(4)	—		36.7		—		36.7
Contingent consideration(6)										Contingent consideration(6)	—		—		48.4		48.4
Foreign currency forwards(5)										Foreign currency forwards(5)	—		0.1		—		0.1
Total	Total	$	18.3	$	—	$	—	$	18.3	Total	$	19.7	$	36.8	$	48.4	$	104.9


		December 31, 2021									December 31, 2022
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Financial Assets	Financial Assets									Financial Assets
Trading securities held in deferred compensation plan(1)	Trading securities held in deferred compensation plan(1)	$	12.0	$	—	$	—	$	12.0	Trading securities held in deferred compensation plan(1)	$	12.3	$	—	$	—	$	12.3

Interest rate swaps(2)										Interest rate swaps(2)	—		14.1		—		14.1
Interest rate caps(3)										Interest rate caps(3)	—		18.1		—		18.1
Cross-currency interest rate swaps(4)										Cross-currency interest rate swaps(4)	—		17.7		—		17.7
Foreign currency forwards(5)	Foreign currency forwards(5)	—		—		—		—		Foreign currency forwards(5)	—		—		—		—
Total	Total	$	12.0	$	—	$	—	$	12.0	Total	$	12.3	$	49.9	$	—	$	62.2
Financial Liabilities	Financial Liabilities									Financial Liabilities
Deferred compensation plan(1)	Deferred compensation plan(1)	$	22.4	$	—	$	—	$	22.4	Deferred compensation plan(1)	$	19.6	$	—	$	—	$	19.6

Cross-currency interest rate swaps(4)										Cross-currency interest rate swaps(4)	—		28.7		—		28.7
Contingent consideration(6)										Contingent consideration(6)	—		—		43.9		43.9
Foreign currency forwards(5)	Foreign currency forwards(5)	—		0.2		—		0.2		Foreign currency forwards(5)	—		—		—		—
Total	Total	$	22.4	$	0.2	$	—	$	22.6	Total	$	19.6	$	28.7	$	43.9	$	92.2

(1)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.

(2)Measured as the present value of all expected future cash flows based on the SOFR-based swap yield curves as of ~~September 30, 2022.~~March 31, 2023. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.

(3)Measured as the present value of all expected future cash flows that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market volatilities and interest rate curves.

(4)Measured as the present value of all expected future cash flows on each leg of the contracts. The model utilizes inputs of observable market data including interest yield curves and foreign currency exchange rates. The present value calculation uses cross-currency basis-adjusted discount factors that have been adjusted to reflect the credit quality of the Company and its counterparties.

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

~~At September 30, 2022~~(6)Measured as the present value of expected consideration payable for completed acquisitions, generally derived using probability-weighted analysis of achieving projected revenue or EBITDA targets.

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Contingent Consideration

Certain of the Company's acquisitions may result in payments of consideration in future periods that are contingent upon the achievement of certain targets, generally measures of revenue and ~~December 31, 2021, we did not have any significant non-financial assets or liabilities that were required to be measured at~~EBITDA. As part of the initial accounting for the acquisition, a liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is re-measured at each reporting period, and the change in fair value is recognized within “Other operating expense, net” in the Consolidated Statements of Operations. This fair value measurement of contingent consideration is categorized within Level 3 of the fair value hierarchy, as the measurement amount is based primarily on significant inputs that are not observable in the market.

The following table provides a ~~recurring or non-recurring basis.~~reconciliation of the activity for contingent consideration for the three month period ended March 31, 2023.




Balance at beginning of the period	$	43.9

Changes in fair value	4.3

Foreign currency translation	0.2
Balance at end of the period	$	48.4

As of March 31, 2023, the contingent consideration included in “Accrued liabilities” and “Other liabilities” on the Consolidated Balance Sheets were $19.6 million and $28.8 million, respectively.

Note ~~13.~~15. 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.

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The Company has certain long duration engineered to order (“ETO”) contracts that require highly engineered solutions designed to customer specific applications. For contracts where the contractual deliverables have no alternative use and the contract termination clauses provide for the recovery of cost plus a reasonable margin, revenue is recognized over time based on the Company’s progress in satisfying the contractual performance obligations, generally measured as the ratio of actual costs incurred to date to the estimated total costs to complete the contract. For contracts with termination provisions that do not provide for recovery of cost and a reasonable margin, revenue is recognized at a point in time, generally at shipment or delivery to the customer. Identification of performance obligations, determination of alternative use, assessment of contractual language regarding termination provisions, and estimation of total project costs are all significant judgments required in the application of ASC 606.

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

Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Sales commissions are 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.

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Disaggregation of Revenue

The following tables provide disaggregated revenue by reportable segment for the three ~~and nine~~ month periods ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.


		Industrial Technologies and Services				Precision and Science Technologies					Total					Industrial Technologies and Services				Precision and Science Technologies				Total
		Three Month Period Ended September 30,								Three Month Period Ended March 31,
		2022		2021		2022		2021			2022		2021			2023		2022		2023		2022		2023		2022
Primary Geographic Markets	Primary Geographic Markets														Primary Geographic Markets
United States	United States	$	494.5	$	395.0	$	140.4	$	109.0		$	634.9	$	504.0	United States	$	551.2	$	414.8	$	144.2	$	134.3	$	695.4	$	549.1
Other Americas	Other Americas	83.2		69.1		7.7		6.5			90.9		75.6		Other Americas	90.9		73.3		7.3		8.5		98.2		81.8
Total Americas	Total Americas	577.7		464.1		148.1		115.5			725.8		579.6		Total Americas	642.1		488.1		151.5		142.8		793.6		630.9
EMEIA	EMEIA	347.9		337.2		109.1		93.5			457.0		430.7		EMEIA	426.0		331.8		113.4		109.7		539.4		441.5
Asia Pacific	Asia Pacific	274.0		269.4		58.9		45.3			332.9		314.7		Asia Pacific	249.1		219.7		47.2		44.9		296.3		264.6
Total	Total	$	1,199.6	$	1,070.7	$	316.1	$	254.3		$	1,515.7	$	1,325.0	Total	$	1,317.2	$	1,039.6	$	312.1	$	297.4	$	1,629.3	$	1,337.0
Product Categories	Product Categories														Product Categories
Original equipment	Original equipment	$	723.7	$	638.4	$	257.0	$	210.2		$	980.7	$	848.6	Original equipment	$	790.1	$	614.2	$	245.3	$	239.0	$	1,035.4	$	853.2
Aftermarket	Aftermarket	475.9		432.3		59.1		44.1			535.0		476.4		Aftermarket	527.1		425.4		66.8		58.4		593.9		483.8
Total	Total	$	1,199.6	$	1,070.7	$	316.1	$	254.3		$	1,515.7	$	1,325.0	Total	$	1,317.2	$	1,039.6	$	312.1	$	297.4	$	1,629.3	$	1,337.0
Pattern of Revenue Recognition	Pattern of Revenue Recognition														Pattern of Revenue Recognition
Revenue recognized at point in time(1)	Revenue recognized at point in time(1)	$	1,099.6	$	980.4	$	315.1	$	252.9		$	1,414.7	$	1,233.3	Revenue recognized at point in time(1)	$	1,220.5	$	956.6	$	311.2	$	295.5	$	1,531.7	$	1,252.1
Revenue recognized over time(2)	Revenue recognized over time(2)	100.0		90.3		1.0		1.4			101.0		91.7		Revenue recognized over time(2)	96.7		83.0		0.9		1.9		97.6		84.9
Total	Total	$	1,199.6	$	1,070.7	$	316.1	$	254.3		$	1,515.7	$	1,325.0	Total	$	1,317.2	$	1,039.6	$	312.1	$	297.4	$	1,629.3	$	1,337.0

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Industrial Technologies and Services Precision and Science Technologies Total
Nine Month Period Ended September 30,
2022 2021 2022 2021 2022 2021
Primary Geographic Markets
United States $ 1,378.2 $ 1,140.0 $ 410.4 $ 310.2 $ 1,788.6 $ 1,450.2
Other Americas 237.5 195.9 23.1 13.5 260.6 209.4
Total Americas 1,615.7 1,335.9 433.5 323.7 2,049.2 1,659.6
EMEIA 1,023.0 992.9 324.0 256.7 1,347.0 1,249.6
Asia Pacific 751.0 703.2 145.4 121.2 896.4 824.4
Total $ 3,389.7 $ 3,032.0 $ 902.9 $ 701.6 $ 4,292.6 $ 3,733.6
Product Categories
Original equipment $ 2,035.7 $ 1,790.8 $ 730.2 $ 587.4 $ 2,765.9 $ 2,378.2
Aftermarket 1,354.0 1,241.2 172.7 114.2 1,526.7 1,355.4
Total $ 3,389.7 $ 3,032.0 $ 902.9 $ 701.6 $ 4,292.6 $ 3,733.6
Pattern of Revenue Recognition
Revenue recognized at point in time(1)
$ 3,122.1 $ 2,788.2 $ 899.3 $ 698.7 $ 4,021.4 $ 3,486.9
Revenue recognized over time(2)
267.6 243.8 3.6 2.9 271.2 246.7
Total $ 3,389.7 $ 3,032.0 $ 902.9 $ 701.6 $ 4,292.6 $ 3,733.6

(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

As of ~~September 30, 2022,~~March 31, 2023, 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 ~~$542.7~~$636.0 million in the next twelve months and ~~$472.6~~$508.3 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 presented in the Condensed Consolidated Balance Sheets.


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Accounts receivable, net	Accounts receivable, net	$	1,032.3	$	948.6	Accounts receivable, net	$	1,243.6	$	1,122.0
Contract assets	Contract assets	70.5		60.8		Contract assets	44.4		70.6
Contract liabilities - current	Contract liabilities - current	299.7		242.1		Contract liabilities - current	350.8		305.6
Contract liabilities - noncurrent	Contract liabilities - noncurrent	1.1		1.4		Contract liabilities - noncurrent	1.2		1.1

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~~The allowance for credit losses for the three and nine month periods ended September 30, 2022 and 2021 consisted of the following.~~

For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2022 2021 2022 2021
Balance at beginning of the period $ 45.2 $ 49.3 $ 42.3 $ 50.9
Provision charged to expense 4.6 0.6 11.3 2.2
Write-offs, net of recoveries (0.3) (0.3) (1.8) (3.0)
Foreign currency translation and other (1.7) 0.3 (4.0) (0.2)
Balance at end of the period $ 47.8 $ 49.9 $ 47.8 $ 49.9

Note ~~14.~~16. Income Taxes

The following table summarizes the Company’s provision for income taxes and effective income tax provision rate for the three ~~and nine~~ month periods ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.


		For the Three Month Period Ended September 30,						For the Nine Month Period Ended September 30,							For the Three Month Period Ended March 31,
		2022			2021			2022			2021				2023			2022
Income before income taxes	Income before income taxes	$	173.2		$	135.9		$	496.3		$	388.1		Income before income taxes	$	211.0		$	142.6
Provision for income taxes	Provision for income taxes	$	30.3		$	2.7		$	104.6		$	25.8		Provision for income taxes	$	48.1		$	32.4
Effective income tax provision rate	Effective income tax provision rate	17.5		%	2.0		%	21.1		%	6.6		%	Effective income tax provision rate	22.8		%	22.7		%

The increase in the provision for income taxes and increase in the effective income tax provision rate for the three month period ended ~~September 30, 2022~~March 31, 2023 when compared to the same three month period of ~~2021~~2022 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 September 30, 2021, there were additional benefits due to a larger windfall tax deduction and the utilization of excess foreign tax credits as a result of restructuring activities during the third quarter of 2021.

The increase in the provision for income taxes and increase in the effective income tax provision rate for the nine month period ended September 30, 2022 when compared to the same nine 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 nine month period ended September 30, 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, a benefit associated with the final settlement on the Merger, and a restructuring benefit recognized through the third quarter of 2021.

Note ~~15.~~17. Other Operating Expense, ~~(Income),~~ Net

The components of “Other operating expense, net” for the three ~~and nine~~ month periods ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows.


		For the Three Month Period Ended September 30,				For the Nine Month Period Ended September 30,
		2022		2021		2022		2021			For the Three Month Period Ended March 31,
											2023		2022
Foreign currency transaction losses (gains), net	Foreign currency transaction losses (gains), net	$	(6.7)	$	1.1	$	(12.3)	$	(13.6)	Foreign currency transaction losses (gains), net	$	1.0	$	(3.8)
Restructuring charges, net(1)	Restructuring charges, net(1)	6.7		1.1		28.1		10.3		Restructuring charges, net(1)	2.9		12.5

Acquisition and other transaction related expenses(2)	Acquisition and other transaction related expenses(2)	12.1		14.0		25.0		37.6		Acquisition and other transaction related expenses(2)	15.2		7.5
Other, net	Other, net	0.7		1.3		2.6		2.6		Other, net	1.3		1.2
Total other operating expense, net	Total other operating expense, net	$	12.8	$	17.5	$	43.4	$	36.9	Total other operating expense, net	$	20.4	$	17.4

(1)See Note 4 “Restructuring.”

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

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Note ~~16.~~18. 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~~2022 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 ~~$130.3~~$135.7 million and ~~$136.9~~$137.9 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, 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 ~~$143.5~~$154.1 million and ~~$145.1~~$154.2 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, 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

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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 ~~$15.2~~$15.3 million and ~~$12.9~~$13.5 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, 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.

Note ~~17.~~19. 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

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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 ~~and nine~~ month periods ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.


		For the Three Month Period Ended September 30,				For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021		2022		2021			2023		2022
Revenue	Revenue									Revenue
Industrial Technologies and Services	Industrial Technologies and Services	$	1,199.6	$	1,070.7	$	3,389.7	$	3,032.0	Industrial Technologies and Services	$	1,317.2	$	1,039.6
Precision and Science Technologies	Precision and Science Technologies	316.1		254.3		902.9		701.6		Precision and Science Technologies	312.1		297.4

Total Revenue	Total Revenue	$	1,515.7	$	1,325.0	$	4,292.6	$	3,733.6	Total Revenue	$	1,629.3	$	1,337.0
Segment Adjusted EBITDA	Segment Adjusted EBITDA									Segment Adjusted EBITDA
Industrial Technologies and Services	Industrial Technologies and Services	$	314.0	$	272.9	$	853.4	$	743.0	Industrial Technologies and Services	$	345.6	$	247.4
Precision and Science Technologies	Precision and Science Technologies	92.0		75.5		254.8		213.8		Precision and Science Technologies	94.5		85.1

Total Segment Adjusted EBITDA	Total Segment Adjusted EBITDA	$	406.0	$	348.4	$	1,108.2	$	956.8	Total Segment Adjusted EBITDA	$	440.1	$	332.5
Less items to reconcile Segment Adjusted EBITDA to Income from Continuing Operations Before Income Taxes:	Less items to reconcile Segment Adjusted EBITDA to Income from Continuing Operations Before Income Taxes:									Less items to reconcile Segment Adjusted EBITDA to Income from Continuing Operations Before Income Taxes:
Corporate expenses not allocated to segments	Corporate expenses not allocated to segments	$	29.9	$	34.7	$	93.6	$	107.0	Corporate expenses not allocated to segments	$	40.0	$	28.9
Interest expense	Interest expense	26.6		22.5		68.8		68.3		Interest expense	38.9		19.0
Depreciation and amortization expense (a)	Depreciation and amortization expense (a)	114.2		101.5		325.4		307.3		Depreciation and amortization expense (a)	113.1		107.5

Restructuring and related business transformation costs (b)	Restructuring and related business transformation costs (b)	7.2		3.1		30.9		12.5		Restructuring and related business transformation costs (b)	4.3		14.2
Acquisition and other transaction related expenses and non-cash charges (c)	Acquisition and other transaction related expenses and non-cash charges (c)	12.1		14.4		27.0		39.2		Acquisition and other transaction related expenses and non-cash charges (c)	18.0		9.5
Stock-based compensation ~~(d)~~	Stock-based compensation ~~(d)~~	27.1		29.8		69.3		72.9		Stock-based compensation ~~(d)~~	12.1		19.8
Foreign currency transaction losses (gains), net	Foreign currency transaction losses (gains), net	(6.7)		1.1		(12.3)		(13.6)		Foreign currency transaction losses (gains), net	1.0		(3.8)
Loss on extinguishment of debt		—		9.0		1.1		9.0

Adjustments to LIFO inventories	Adjustments to LIFO inventories	33.0		—		33.0		—		Adjustments to LIFO inventories	7.8		—
Gain on settlement of post-acquisition contingencies (e)		(6.2)		—		(6.2)		(30.1)

Other adjustments ~~(f)~~(d)	Other adjustments ~~(f)~~(d)	(4.4)		(3.6)		(18.7)		(3.8)		Other adjustments ~~(f)~~(d)	(6.1)		(5.2)
Income from Continuing Operations Before Income Taxes	Income from Continuing Operations Before Income Taxes	173.2		135.9		496.3		388.1		Income from Continuing Operations Before Income Taxes	211.0		142.6
Provision for income taxes	Provision for income taxes	30.3		2.7		104.6		25.8		Provision for income taxes	48.1		32.4
Income (loss) on equity method investments	Income (loss) on equity method investments	2.6		(2.2)		(2.5)		(2.9)		Income (loss) on equity method investments	0.3		(4.3)
Income from Continuing Operations	Income from Continuing Operations	145.5		131.0		389.2		359.4		Income from Continuing Operations	163.2		105.9
Income (loss) from discontinued operations, net of tax		0.5		(4.2)		0.6		(88.1)
Loss from discontinued operations, net of tax										Loss from discontinued operations, net of tax	—		(1.4)
Net Income	Net Income	$	146.0	$	126.8	$	389.8	$	271.3	Net Income	$	163.2	$	104.5

a)Depreciation and amortization expense excludes ~~$0.8~~$0.9 million and $1.0 million of depreciation of rental equipment for the three month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and excludes $2.6 million and $3.0 million for the nine month periods ended September 30, 2022 and 2021,~~ respectively.

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


		For the Three Month Period Ended September 30,				For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021		2022		2021			2023		2022
Restructuring charges	Restructuring charges	$	6.7	$	1.1	$	28.1	$	10.3	Restructuring charges	$	2.9	$	12.5
Facility reorganization, relocation and other costs	Facility reorganization, relocation and other costs	0.5		2.0		2.8		2.0		Facility reorganization, relocation and other costs	1.4		1.7
Other, net		—		—		—		0.2

Total restructuring and related business transformation costs	Total restructuring and related business transformation costs	$	7.2	$	3.1	$	30.9	$	12.5	Total restructuring and related business transformation costs	$	4.3	$	14.2

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)Represents stock-based compensation expense recognized for the three and nine month periods ended September 30, 2022 of $20.1 million and $62.3 million, respectively, and increased by $7.0 million for the three and nine month periods ended September 30, 2022, due to costs associated with employer taxes related to the All-Employee Equity Grant.

Represents stock-based compensation expense recognized for the three and nine month periods ended September 30, 2021 of $21.9 million and $65.0 million, respectively, and increased by $7.9 million for the three and nine month periods ended September 30, 2021, due to costs associated with employer taxes related to the All-Employee Equity Grant.

e)~~Represents gains from settling post-acquisition contingencies related to the Merger outside of the measurement period.~~

f)Includes (i) pension and other postemployment ~~(“OPEB”)~~ plan costs other than service cost, (ii) interest income on cash and cash equivalents and (iii) other miscellaneous adjustments.

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Note ~~18.~~20. 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 September 30,		For the Nine Month Period Ended September 30,			For the Three Month Period Ended March 31,
		2022	2021	2022	2021		2023	2022

Average shares outstanding	Average shares outstanding					Average shares outstanding
Basic	Basic	404.0	412.3	405.4	417.1	Basic	405.0	407.6
Diluted	Diluted	408.5	418.5	410.3	423.7	Diluted	409.2	413.1

For the three month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, 2.3~~2.0 million and ~~0.7~~1.6 million, respectively, of anti-dilutive shares were not included in the computation of diluted earnings per share. For the nine month periods ended September 30, 2022 and September 30, 2021, 2.1 million and 0.7 million of anti-dilutive shares were not included in the computation of diluted earnings per share, respectively.

Note ~~19.~~21. Subsequent ~~Events~~Event

On October 3, 2022, the Company acquired Dosatron International L.L.C. and Dilution Solutions L.L.C. (collectively, “Dosatron International”) for a base purchase price of $90 million with additional contingent consideration of up to $15 million. The business is a leading technology solutions provider of water powered dosing pumps and systems in North America, with an established presence in attractive end markets including hydroponics, horticulture, animal health, food safety and sanitation, and water treatment. Dosatron International will be reported within the Precision and Science Technologies segment.

~~On October 6, 2022,~~April 21 2023, the Company entered into ~~an agreement~~Amendment No. 9 to ~~acquire SPX FLOW’s Air Treatment business~~the Credit Agreement, which (a) extended the maturity date for ~~approximately $525 million. The business is a leading manufacturer of reliable~~the revolving credit commitments from June 28, 2024 to April 21, 2028, (b) increased the aggregate revolving credit commitments from $1,100.0 million to $2,000.0 million, and ~~energy efficient desiccant~~(c) made certain other corresponding changes and ~~refrigerated dryers, filtration systems~~updates. Other than as modified by Amendment No. 9, the loans under the Credit Agreement continue to have the same terms and ~~purifiers for dehydration in compressed air. This transaction is expected~~the parties to ~~close late~~the Credit Agreement continue to have the same obligations set forth in the fourth quarter of 2022 or early in the first quarter of 2023, subject to regulatory approvals and customary closing conditions. Upon closing, the Air Treatment business will be reported within the Industrial Technologies and Services segment.

On October 25, 2022, the Company entered into an agreement to acquire Everest Blowers Private Limited and Everest Blower Systems Private Limited (collectively, “Everest Group”) for an all-cash upfront purchase price of approximately $72 million with additional potential consideration based on achievement of financial targets of up to approximately $17 million. Everest Group is a leading domestic manufacturer of blowers and vacuum systems in India. This transaction is expected to close in the fourth quarter of 2022, subject to regulatory approvals and customary closing conditions. Upon closing, Everest Group will be reported within the Industrial Technologies and Services segment.Credit Agreement.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read together with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021 and this Form 10-Q.~~2022. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

Overview

Our Company

Ingersoll Rand is a global market leader with a broad range of innovative and mission-critical air, fluid, energy and medical technologies, providing services and solutions to increase industrial productivity and efficiency. We manufacture one of the broadest and most complete ranges of compressor, pump, vacuum and blower products in our markets, which, when combined with our global geographic footprint and application expertise, allows us to provide differentiated product and service offerings to our customers. Our products are sold under a collection of premier, market-leading brands, including Ingersoll Rand, Gardner Denver, Nash, CompAir, Thomas, Milton Roy, Seepex, Elmo Rietschle, ARO, Robuschi, Emco Wheaton and Runtech Systems, which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.

We operate with two reportable segments: Industrial Technologies and Services and Precision and Science Technologies. See Note 1719 “Segment Results” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for a description of our reportable segments.

Recent Developments

On April 21 2023, the Company entered into Amendment No. 9 to the Credit Agreement, which (a) extended the maturity date for the revolving credit commitments from June 28, 2024 to April 21, 2028, (b) increased the aggregate revolving credit commitments from $1,100.0 million to $2,000.0 million, and (c) made certain other corresponding changes and updates. Other than as modified by Amendment No. 9, the loans under the Credit Agreement continue to have the same terms and the parties to the Credit Agreement continue to have the same obligations set forth in the Credit Agreement.

Items Affecting our Business, Industry and End Markets

The COVID-19 Pandemic and Related Supply Chain Disruptions

We continue to assess and actively manage the impact of the COVID-19 pandemic on our global operations and also the operations of our suppliers and customers. In order to position ourselves to fulfill demand, we continue to monitor the supply chain closely and are taking proactive steps to ensure continuity of supply. We are adhering to all state and country mandates and guidelines wherever we operate. We have taken certain actions to reduce costs and preserve cash given the uncertain environment. The substantial majority of our production sites have remained fully operational this year. Certain facilities, including several manufacturing sites in China, have recently experienced interruptions in production due to outbreaks of COVID-19 infections and subsequent government restrictions. These interruptions have contributed to component shortages and other supply chain constraints that may limit our ability to fulfill customer orders within desired lead times, both directly in the Asia Pacific region and indirectly in other regions. The degree to which the pandemic will continue to impact our operations, and the operations of our customers and suppliers remains uncertain. See “The COVID-19 pandemic could have a material and adverse effect on our business, results of operations and financial condition in the future” in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 and this Form 10-Q.

General Economic Conditions

Our financial results closely follow changes in the industries and end-markets we serve. Demand for most of our products depends on the level of new capital investment and planned and unplanned maintenance expenditures by our customers. The level of capital expenditures depends, in turn, on the general economic conditions as well as access to capital at reasonable cost.

The ongoing conflict between Russia and Ukraine and the related sanctions and export controls have adversely affected economic conditions in Eastern Europe and certain global industry sectors dependent on those countries. We have limited physical operations and sales in Russia and Ukraine and, to ~~date;~~date, have not experienced a material adverse impact on our results of operations or financial condition. Further escalation or prolonged conflict may amplify several of the risks identified in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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Foreign Currency Fluctuations

A significant portion of our revenues, approximately ~~56%~~55% for the ~~nine~~three month period ended ~~September 30, 2022,~~March 31, 2023, was denominated in currencies other than the U.S. dollar. Because much of our manufacturing facilities and labor force costs are outside of the

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United States, a significant portion of our costs are also denominated in currencies other than the U.S. dollar. Changes in foreign exchange rates can therefore impact our results of operations and are quantified when significant to our discussion.

Factors Affecting the Comparability of our Results of Operations

Key factors affecting the comparability of our results of operations are summarized below.

Acquisitions

Part of our strategy for growth is to acquire complementary businesses that provide access to new technologies or geographies or expand our offerings. While acquisitions, as discussed further in Note 3, are not individually significant or significant in the aggregate, they may be relevant when comparing our results from period to period.

See Note 3 “~~Business Combinations~~Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further discussion of these acquisitions.

Restructuring and Other Business Transformation Initiatives

We continue to execute business transformation initiatives. A key element of those initiatives are restructuring programs within our Industrial Technologies and Services and Precision and Science Technologies segments, as well as at the Corporate level. Restructuring charges, program related facility reorganization, relocation and other costs, and related capital expenditures were impacted most significantly.

Subsequent to the acquisition of and merger with Ingersoll Rand Industrial in first quarter of 2020 (the “Merger”), we announced a restructuring program (“2020 Plan”) to drive efficiencies and synergies, reduce the number of facilities and optimize operating margin within the merged Company. For the nine month period ended September 30, 2022 and 2021, $28.1 million and $10.3 million, respectively, were charged to expense related to this restructuring program. Through September 30, 2022, we recognized expense related to the 2020 Plan of $96.7 million, $16.3 million and $11.5 million for Industrial Technologies and Services, Precision and Science Technologies and Corporate, respectively.

How We Assess the Performance of Our Business

We manage operations through the two business segments described above. In addition to our consolidated GAAP financial measures, we review various non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income and Free Cash Flow.

We believe Adjusted EBITDA and Adjusted Net Income are helpful supplemental measures to assist us and investors in evaluating our operating results as they exclude certain items whose fluctuation from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. We believe that the adjustments applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that we do not expect to continue at the same level in the future. Adjusted Net Income is defined as net income (loss) including interest, depreciation and amortization of non-acquisition related intangible assets and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions.

We use Free Cash Flow to review the liquidity of our operations. We measure Free Cash Flow as cash flows from operating activities less capital expenditures. We believe Free Cash Flow is a useful supplemental financial measure for us and investors in assessing our ability to pursue business opportunities and investments and to service our debt. Free Cash Flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating activities.

Management and our board of directors regularly use these measures as tools in evaluating our operating and financial performance and in establishing discretionary annual compensation. Such measures are provided in addition to, and should not be considered to be a substitute for, or superior to, the comparable measures under GAAP. In addition, we believe that Adjusted EBITDA, Adjusted Net Income and Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted Net Income and Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.

Adjusted EBITDA, Adjusted Net Income and Free Cash Flow should not be considered as alternatives to net income (loss) or any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities as a

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measure of our liquidity. Adjusted EBITDA, Adjusted Net Income and Free Cash Flow have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.

See “Non-GAAP Financial Measures” below for reconciliation information.

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Results of Continuing Operations

Consolidated results should be read in conjunction with the segment results section herein and Note 1719 “Segment Results” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, which provides more detailed discussions concerning certain components of our Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated within the consolidated ~~results.~~

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~~The~~results.The following table presents selected Condensed Consolidated Results of Operations of our business for the three ~~and nine~~ month periods ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.


		For the Three Month Period Ended September 30,						For the Nine Month Period Ended September 30,							For the Three Month Period Ended March 31,
		2022			2021			2022			2021				2023			2022
Condensed Consolidated Statement of Operations:	Condensed Consolidated Statement of Operations:													Condensed Consolidated Statement of Operations:
Revenues	Revenues	$	1,515.7		$	1,325.0		$	4,292.6		$	3,733.6		Revenues	$	1,629.3		$	1,337.0
Cost of sales	Cost of sales	940.4			810.7			2,621.4			2,254.5			Cost of sales	965.1			810.9
Gross profit	Gross profit	575.3			514.3			1,671.2			1,479.1			Gross profit	664.2			526.1
Selling and administrative expenses	Selling and administrative expenses	278.7			252.6			819.8			772.1			Selling and administrative expenses	311.1			265.5
Amortization of intangible assets	Amortization of intangible assets	93.8			80.3			263.6			244.8			Amortization of intangible assets	92.4			86.2

Other operating expense, net	Other operating expense, net	12.8			17.5			43.4			36.9			Other operating expense, net	20.4			17.4
Operating income	Operating income	190.0			163.9			544.4			425.3			Operating income	240.3			157.0
Interest expense	Interest expense	26.6			22.5			68.8			68.3			Interest expense	38.9			19.0
Loss on extinguishment of debt		—			9.0			1.1			9.0

Other income, net	Other income, net	(9.8)			(3.5)			(21.8)			(40.1)			Other income, net	(9.6)			(4.6)
Income before income taxes	Income before income taxes	173.2			135.9			496.3			388.1			Income before income taxes	211.0			142.6
Provision for income taxes	Provision for income taxes	30.3			2.7			104.6			25.8			Provision for income taxes	48.1			32.4
Income (loss) on equity method investments	Income (loss) on equity method investments	2.6			(2.2)			(2.5)			(2.9)			Income (loss) on equity method investments	0.3			(4.3)
Income from Continuing Operations	Income from Continuing Operations	145.5			131.0			389.2			359.4			Income from Continuing Operations	163.2			105.9
Income (loss) from discontinued operations, net of tax		0.5			(4.2)			0.6			(88.1)
Loss from discontinued operations, net of tax														Loss from discontinued operations, net of tax	—			(1.4)
Net income	Net income	146.0			126.8			389.8			271.3			Net income	163.2			104.5
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	0.9			0.8			2.5			1.8			Less: Net income attributable to noncontrolling interests	2.1			0.8
Net income attributable to Ingersoll Rand Inc.	Net income attributable to Ingersoll Rand Inc.	$	145.1		$	126.0		$	387.3		$	269.5		Net income attributable to Ingersoll Rand Inc.	$	161.1		$	103.7

Percentage of Revenues:	Percentage of Revenues:													Percentage of Revenues:
Gross profit	Gross profit	38.0		%	38.8		%	38.9		%	39.6		%	Gross profit	40.8		%	39.3		%
Selling and administrative expenses	Selling and administrative expenses	18.4		%	19.1		%	19.1		%	20.7		%	Selling and administrative expenses	19.1		%	19.9		%
Operating income	Operating income	12.5		%	12.4		%	12.7		%	11.4		%	Operating income	14.7		%	11.7		%
Income from Continuing Operations	Income from Continuing Operations	9.6		%	9.9		%	9.1		%	9.6		%	Income from Continuing Operations	10.0		%	7.9		%
Adjusted EBITDA	Adjusted EBITDA	24.8		%	23.7		%	23.6		%	22.8		%	Adjusted EBITDA	24.6		%	22.7		%

Other Financial Data:	Other Financial Data:													Other Financial Data:
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	376.1		$	313.7		$	1,014.6		849.8			Adjusted EBITDA (1)	$	400.1		$	303.6
Adjusted Net Income (1)	Adjusted Net Income (1)	253.1			238.6			676.8			601.4			Adjusted Net Income (1)	267.0			201.2
Cash flows - operating activities	Cash flows - operating activities	274.4			146.1			510.6			380.9			Cash flows - operating activities	170.3			50.1
Cash flows - investing activities	Cash flows - investing activities	(54.0)			(608.8)			(119.5)			(841.0)			Cash flows - investing activities	(581.5)			(48.2)
Cash flows - financing activities	Cash flows - financing activities	(20.0)			(1,132.1)			(934.8)			(1,142.2)			Cash flows - financing activities	(89.3)			(116.1)
Free Cash Flow (1)	Free Cash Flow (1)	252.6			130.8			449.5			339.7			Free Cash Flow (1)	147.9			32.2

(1)See the “Non-GAAP Financial Measures” section for a reconciliation to comparable GAAP measure.

Revenues

Revenues for the three month period ended ~~September 30, 2022~~March 31, 2023 were ~~$1,515.7~~$1,629.3 million, an increase of ~~$190.7~~$292.3 million, or ~~14.4%~~21.9%, compared to ~~$1,325.0~~$1,337.0 million for the same three month period in ~~2021.~~2022. The increase in revenues was primarily due to higher

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pricing of ~~$120.3~~$135.9 million, higher organic volumes of ~~$117.6~~$136.3 million, and acquisitions of ~~$52.6~~$77.0 million, partially offset by the unfavorable impact of foreign currencies of ~~$99.8~~$56.9 million. The percentage of consolidated revenues derived from aftermarket parts and services was ~~35.3%~~36.5% in the three month period ended ~~September 30, 2022~~March 31, 2023 compared to ~~36.0%~~36.2% in the same three month period in ~~2021.~~2022.

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Revenues for the nine month period ended September 30, 2022 were $4,292.6 million, an increase of $559.0 million, or 15.0%, compared to $3,733.6 million for the same nine month period in 2021. The increase in revenues was primarily due to higher pricing of $289.6 million, higher organic volumes of $267.7 million, and acquisitions of $196.4 million, partially offset by unfavorable impact of foreign currencies of $194.7 million. The percentage of consolidated revenues derived from aftermarket parts and services was 35.6% in the nine month period ended September 30, 2022 compared to 36.3% in the same nine month period in 2021.

Gross Profit

Gross profit for the three month period ended ~~September 30, 2022~~March 31, 2023 was ~~$575.3~~$664.2 million, an increase of ~~$61.0~~$138.1 million, or ~~11.9%~~26.2%, compared to ~~$514.3~~$526.1 million for the same three month period in ~~2021,~~2022, and as a percentage of revenues was ~~38.0%~~40.8% for the three month period ended ~~September 30, 2022~~March 31, 2023 and ~~38.8%~~39.3% for the same three month period in ~~2021.~~2022. The increase in gross profit is primarily due to higher pricing, higher organic volumes, and acquisitions discussed above. The ~~decrease~~increase in gross profit as a percentage of revenues is primarily due to ~~LIFO reserve adjustments and~~the benefits of pricing changes in ~~product margin mix.~~excess of inflation in material and labor costs.

Gross profit for the nine month period ended September 30, 2022 was $1,671.2 million, an increase of $192.1 million, or 13.0%, compared to $1,479.1 million for the same nine month period in 2021, and as a percentage of revenues was 38.9% for the nine month period ended September 30, 2022 and 39.6% for the same nine month period in 2021. The increase in gross profit is primarily due to higher pricing, higher organic volumes, and acquisitions discussed above. The decrease in gross profit as a percentage of revenues is primarily due to LIFO reserve adjustments and changes in product margin mix.

Selling and Administrative Expenses

Selling and administrative expenses were ~~$278.7~~$311.1 million for the three month period ended ~~September 30, 2022,~~March 31, 2023, an increase of ~~$26.1~~$45.6 million, or ~~10.3%~~17.2%, compared to ~~$252.6~~$265.5 million for the same three month period in ~~2021.~~2022. The increase in selling and administrative expenses was mainly from businesses acquired in the second half of ~~2021, partially offset by lower incentive compensation expense. Selling~~2022 and ~~administrative expenses as a percentage~~first quarter of ~~revenues decreased to 18.4% for the three month period ended September 30, 2022 from 19.1% in the same three month period in 2021.~~

~~Selling~~2023 and administrative expenses were $819.8 million for the nine month period ended September 30, 2022, an increase of $47.7 million, or 6.2%, compared to $772.1 million for the same nine month period in 2021. The increase in selling and administrative expenses was mainly from businesses acquired in the second half of 2021, partially offset by lowerhigher incentive compensation expense. Selling and administrative expenses as a percentage of revenues decreased to 19.1% for the ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 from ~~20.7%~~19.9% in the same ~~nine~~three month period in ~~2021.~~2022.

Amortization of Intangible Assets

Amortization of intangible assets was ~~$93.8~~$92.4 million for the three month period ended ~~September 30, 2022,~~March 31, 2023, an increase of ~~$13.5~~$6.2 million, compared to ~~$80.3~~$86.2 million in the same three month period in ~~2021.~~2022. The increase was primarily due to ~~acquisitions completed~~businesses acquired in the second half of ~~2021.~~2022 and first quarter of 2023 discussed in Note 3 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.

Amortization of intangible assets was $263.6 million for the nine month period ended September 30, 2022, an increase of $18.8 million, compared to $244.8 million in the same nine month period in 2021. The increase was primarily due to acquisitions completed in the second half of 2021.

Other Operating Expense, Net

Other operating expense, net was ~~$12.8~~$20.4 million for the three month period ended ~~September 30, 2022, a decrease~~March 31, 2023, an increase of ~~$4.7~~$3.0 million, compared to ~~$17.5~~$17.4 million in the same three month period in ~~2021.~~2022. The ~~decrease~~increase in expense was primarily due to ~~lower foreign currency transaction gains, net of $7.8 million and lower~~higher acquisition and other transaction related expenses and non-cash charges of ~~$1.9 million, partially offset by higher restructuring charges of $5.6 million.~~

Other operating expense, net was $43.4 million for the nine month period ended September 30, 2022, an increase of $6.5 million, compared to $36.9 million in the same nine month period in 2021. The increase was primarily due to higher restructuring charges of $17.8$7.7 million and ~~lower~~the change in foreign currency transaction gains (losses), net of ~~$1.3~~$4.8 million, partially offset by lower ~~acquisition and other transaction related expenses and non-cash~~restructuring charges of ~~$12.6~~$9.6 million.

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Interest Expense

Interest expense was ~~$26.6~~$38.9 million for the three month period ended ~~September 30, 2022,~~March 31, 2023, an increase of ~~$4.1~~$19.9 million, compared to ~~$22.5~~$19.0 million in the same three month period in ~~2021.~~2022. The increase was primarily due to an increase in the weighted-average interest rate, partially offset by the prepayment of the Euro Term Loan on June 30, 2022 ~~the prepayment of the Dollar Term Loan Series A on September 30, 2021~~ and the interest rate derivative contracts discussed in Note 1213 “Hedging Activities and Derivative Instruments ~~and Fair Value Measurements~~” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. The weighted average interest rate, including the impact of the interest rate derivative contracts, was approximately ~~4.0%~~5.2% for the three month period ended ~~September 30, 2022~~March 31, 2023 and ~~2.0%~~1.9% in the same three month period in ~~2021.~~2022.

Interest expense was $68.8 million for the nine month period ended September 30, 2022, an increase of $0.5 million, compared to $68.3 million in the same nine month period in 2021. The increase was primarily due to an increase in the weighted-average interest rate, mostly 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 12 “~~Hedging Activities, Derivative Instruments and Fair Value Measurements~~” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. The weighted average interest rate was approximately 2.7% for the nine month period ended September 30, 2022 and 2.0% in the same period in 2021.

Other Income, Net

Other income, net was ~~$9.8~~$9.6 million and ~~$3.5~~$4.6 million in the three month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The increase was primarily due ~~a gain from settling post-acquisition contingencies related~~ to ~~the Merger in the 2022 period and~~ an increase in interest income from holdings of cash and cash equivalents.

Other income, net was $21.8 million and $40.1 million in the nine month periods ended September 30, 2022 and 2021, respectively. The decrease was primarily due to a lower gain from settling post-acquisition contingencies in the 2022 period compared to the 2021 period, partially offset by an increase in interest income from holdings of cash and cash equivalents.

Provision for Income Taxes

The provision for income taxes was ~~$30.3~~$48.1 million resulting in a ~~17.5%~~22.8% effective income tax provision rate for the three month period ended ~~September 30, 2022,~~March 31, 2023, compared to a provision for income taxes of ~~$2.7~~$32.4 million resulting in a ~~2.0%~~22.7% effective income tax provision rate in the same three month period in ~~2021.~~2022. The increase in the tax provision for the three month period ended ~~September 30, 2022~~March 31, 2023 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 September 30, 2021, there were additional benefits due to a larger windfall tax deduction and the utilization~~

Table of ~~excess foreign tax credits as a result of restructuring activities during the third quarter of 2021.~~Contents

The provision for income taxes was $104.6 million resulting in a 21.1% effective income tax provision rate for the nine month period ended September 30, 2022, compared to a provision for income taxes of $25.8 million resulting in a 6.6% effective income tax provision rate in the same nine month period in 2021. The increase in the tax provision for the nine month period ended September 30, 2022 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 nine month period ended September 30, 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, a benefit associated with the final settlement on the Merger, and a restructuring benefit recognized through the third quarter of 2021.

Net Income

Net income was ~~$146.0~~$163.2 million for the three month period ended ~~September 30, 2022~~March 31, 2023 compared to net income of ~~$126.8~~$104.5 million in the same three month period in ~~2021.~~2022. The increase in net income was primarily due to higher gross profit on increased revenues, partially offset by higher ~~provision for income taxes and higher~~ selling and administrative ~~expenses.~~

Net income was $389.8 million for the nine month period ended September 30, 2022 compared to net income of $271.3 million in the same nine month period in 2021. The increase in net income was primarily due toexpenses, higher ~~gross profit on increased revenues, lower loss from discontinued operations, net of tax, partially offset by~~interest expense, and higher provision for income ~~taxes, higher selling and administrative expenses and lower other income, net.~~taxes.

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Adjusted EBITDA

Adjusted EBITDA increased ~~$62.4~~$96.5 million to ~~$376.1~~$400.1 million for the three month period ended ~~September 30, 2022~~March 31, 2023 compared to ~~$313.7~~$303.6 million in the same three month period in ~~2021.~~2022. Adjusted EBITDA as a percentage of revenues increased ~~110~~190 basis points to ~~24.8%~~24.6% for the three month period ended ~~September 30, 2022~~March 31, 2023 from ~~23.7%~~22.7% for the same three month period in ~~2021.~~2022. The increase in Adjusted EBITDA was primarily due to higher pricing of ~~$120.3~~$135.9 million and higher organic sales volume of ~~$47.5~~$52.2 million, partially offset by unfavorable cost inflation and product mix of ~~$70.1~~$54.5 million and the unfavorable impact of foreign currencies of ~~$23.7~~$15.3 million. The increase in Adjusted EBITDA as a percentage of revenues is primarily attributable to higher pricing and volume, partially offset by unfavorable cost inflation and product mix.

Adjusted EBITDA increased $164.8 million to $1,014.6 million for the nine month period ended September 30, 2022 compared to $849.8 million in the same nine month period in 2021. Adjusted EBITDA as a percentage of revenues increased 80 basis points to 23.6% for the nine month period ended September 30, 2022 from 22.8% for the same nine month period in 2021. The increase in Adjusted EBITDA was primarily due to higher pricing of $289.6 million and higher organic sales volume of $107.4 million, partially offset by unfavorable cost inflation and product mix of $187.4 million and the unfavorable impact of foreign currencies of $46.8 million. The increase in Adjusted EBITDA as a percentage of revenues is primarily attributable to higher pricing and volume, partially offset by unfavorable cost inflation and product mix.

Adjusted Net Income

Adjusted Net Income increased ~~$14.5~~$65.8 million to ~~$253.1~~$267.0 million for the three month period ended ~~September 30, 2022~~March 31, 2023 compared to ~~$238.6~~$201.2 million in the same three month period in ~~2021.~~2022. The increase was primarily due to increased Adjusted EBITDA, partially offset by higher interest expense and a higher income tax provision, as adjusted.

Adjusted Net Income increased $75.4 million to $676.8 million for the nine month period ended September 30, 2022 compared to $601.4 million in the same nine month period in 2021. The increase was primarily due to increased Adjusted EBITDA, partially offset by an increased income tax provision, as adjusted.

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Non-GAAP Financial Measures

Set forth below are the reconciliations of Net Income to Adjusted EBITDA and Adjusted Net Income and Cash Flows from Operating Activities to Free Cash Flow.


		For the Three Month Period Ended September 30,				For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021		2022		2021			2023		2022
Net Income	Net Income	$	146.0	$	126.8	$	389.8	$	271.3	Net Income	$	163.2	$	104.5
Less: Income (loss) from discontinued operations		0.6		(7.6)		0.8		73.1
Less: Income tax benefit (provision) from discontinued operations		(0.1)		3.4		(0.2)		(161.2)
Less: Loss from discontinued operations										Less: Loss from discontinued operations	—		(1.8)
Less: Income tax benefit from discontinued operations										Less: Income tax benefit from discontinued operations	—		0.4
Income from Continuing Operations, Net of Tax	Income from Continuing Operations, Net of Tax	145.5		131.0		389.2		359.4		Income from Continuing Operations, Net of Tax	163.2		105.9
Plus:	Plus:									Plus:
Interest expense	Interest expense	26.6		22.5		68.8		68.3		Interest expense	38.9		19.0
Provision for income taxes	Provision for income taxes	30.3		2.7		104.6		25.8		Provision for income taxes	48.1		32.4
Depreciation expense (a)	Depreciation expense (a)	20.4		21.2		61.8		62.5		Depreciation expense (a)	20.7		21.3
Amortization expense (b)	Amortization expense (b)	93.8		80.3		263.6		244.8		Amortization expense (b)	92.4		86.2

Restructuring and related business transformation costs (c)	Restructuring and related business transformation costs (c)	7.2		3.1		30.9		12.5		Restructuring and related business transformation costs (c)	4.3		14.2
Acquisition and other transaction related expenses and non-cash charges (d)	Acquisition and other transaction related expenses and non-cash charges (d)	12.1		14.4		27.0		39.2		Acquisition and other transaction related expenses and non-cash charges (d)	18.0		9.5
Stock-based compensation ~~(e)~~	Stock-based compensation ~~(e)~~	27.1		29.8		69.3		72.9		Stock-based compensation ~~(e)~~	12.1		19.8
Foreign currency transaction losses (gains), net	Foreign currency transaction losses (gains), net	(6.7)		1.1		(12.3)		(13.6)		Foreign currency transaction losses (gains), net	1.0		(3.8)
Loss (income) on equity method investments	Loss (income) on equity method investments	(2.6)		2.2		2.5		2.9		Loss (income) on equity method investments	(0.3)		4.3
Loss on extinguishment of debt		—		9.0		1.1		9.0

Adjustments to LIFO inventories	Adjustments to LIFO inventories	33.0		—		33.0		—		Adjustments to LIFO inventories	7.8		—
Gain on settlement of post-acquisition contingencies (f)		(6.2)		—		(6.2)		(30.1)

Other adjustments ~~(g)~~(e)	Other adjustments ~~(g)~~(e)	(4.4)		(3.6)		(18.7)		(3.8)		Other adjustments ~~(g)~~(e)	(6.1)		(5.2)
Adjusted EBITDA	Adjusted EBITDA	$	376.1	$	313.7	$	1,014.6	$	849.8	Adjusted EBITDA	$	400.1	$	303.6
Minus:	Minus:									Minus:
Interest expense	Interest expense	$	26.6	$	22.5	$	68.8	$	68.3	Interest expense	$	38.9	$	19.0
Income tax provision, as adjusted ~~(h)~~(f)	Income tax provision, as adjusted ~~(h)~~(f)	70.0		27.2		194.8		104.8		Income tax provision, as adjusted ~~(h)~~(f)	75.6		58.5
Depreciation expense	Depreciation expense	20.4		21.2		61.8		62.5		Depreciation expense	20.7		21.3
Amortization of non-acquisition related intangible assets	Amortization of non-acquisition related intangible assets	9.0		4.2		15.4		12.8		Amortization of non-acquisition related intangible assets	2.6		3.6
Interest income on cash and cash equivalents	Interest income on cash and cash equivalents	(3.0)		—		(3.0)		—		Interest income on cash and cash equivalents	(4.7)		—
Adjusted Income from Continuing Operations, Net of Tax	Adjusted Income from Continuing Operations, Net of Tax	$	253.1	$	238.6	$	676.8	$	601.4	Adjusted Income from Continuing Operations, Net of Tax	$	267.0	$	201.2
Free Cash Flow from Continuing Operations:	Free Cash Flow from Continuing Operations:									Free Cash Flow from Continuing Operations:
Cash flows from operating activities from continuing operations	Cash flows from operating activities from continuing operations	$	274.4	$	146.1	$	510.6	$	380.9	Cash flows from operating activities from continuing operations	$	170.3	$	50.1
Minus:	Minus:									Minus:
Capital expenditures	Capital expenditures	21.8		15.3		61.1		41.2		Capital expenditures	22.4		17.9
Free Cash Flow from Continuing Operations	Free Cash Flow from Continuing Operations	$	252.6	$	130.8	$	449.5	$	339.7	Free Cash Flow from Continuing Operations	$	147.9	$	32.2

(a)Depreciation expense excludes ~~$0.8~~$0.9 million and $1.0 million of depreciation of rental equipment for the three month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and excludes $2.6 million and $3.0 million for the nine month periods ended September 30, 2022 and 2021,~~ respectively.

(b)Represents ~~$84.8~~$89.8 million and ~~$76.1~~$82.6 million of amortization of intangible assets arising from ~~the Merger and other~~ acquisitions (customer relationships, technology, tradenames and backlog) and ~~$9.0~~$2.6 million and ~~$4.2~~$3.6 million of amortization of non-acquisition related intangible assets, in each case, for the three month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

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Represents $248.2 million and $232.0 million of amortization of intangible assets arising from the Merger and other acquisitions (customer relationships, technology, tradenames and backlog) and $15.4 million and $12.8 million of amortization of non-acquisition related intangible assets, in each case, for the nine month periods ended September 30, 2022 and 2021, respectively.

(c)Restructuring and related business transformation costs consisted of the following.


		For the Three Month Period Ended September 30,				For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021		2022		2021			2023		2022
Restructuring charges	Restructuring charges	$	6.7	$	1.1	$	28.1	$	10.3	Restructuring charges	$	2.9	$	12.5
Facility reorganization, relocation and other costs	Facility reorganization, relocation and other costs	0.5		2.0		2.8		2.0		Facility reorganization, relocation and other costs	1.4		1.7
Other, net		—		—		—		0.2

Total restructuring and related business transformation costs	Total restructuring and related business transformation costs	$	7.2	$	3.1	$	30.9	$	12.5	Total restructuring and related business transformation costs	$	4.3	$	14.2

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

(e)Represents stock-based compensation expense recognized for the three and nine month periods ended September 30, 2022 of $20.1 million and $62.3 million, respectively, and increased by $7.0 million for the three and nine month periods ended September 30, 2022, due to costs associated with employer taxes related to the All-Employee Equity Grant.

~~(f)Represents gains from settling post-acquisition contingencies related to the Merger outside of the measurement period.~~

~~(g)~~Includes (i) pension and other postemployment ~~(“OPEB”)~~ plan costs other than service cost, (ii) interest income on cash and cash equivalents and (iii) other miscellaneous adjustments.

~~(h)~~(f)Represents our income tax provision adjusted for the tax effect of pre-tax items excluded from Adjusted Net Income and the removal of the applicable discrete tax items. The tax effect of pre-tax items excluded from Adjusted Income is computed using the statutory tax rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences and valuation allowances. Discrete tax items include changes in tax laws or rates, changes in uncertain tax positions relating to prior years and changes in valuation allowances. The adjusted amounts are then used to calculate an adjusted provision for the quarter.

The income tax provision, as adjusted for each of the periods presented below consisted of the following.


		For the Three Month Period Ended September 30,				For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021		2022		2021			2023		2022
Provision for income taxes	Provision for income taxes	$	30.3	$	2.7	$	104.6	$	25.8	Provision for income taxes	$	48.1	$	32.4
Tax impact of pre-tax income adjustments	Tax impact of pre-tax income adjustments	37.5		24.8		84.9		69.4		Tax impact of pre-tax income adjustments	28.1		24.8
Discrete tax items	Discrete tax items	2.2		(0.3)		5.3		9.6		Discrete tax items	(0.6)		1.3
Income tax provision, as adjusted	Income tax provision, as adjusted	$	70.0	$	27.2	$	194.8	$	104.8	Income tax provision, as adjusted	$	75.6	$	58.5

Segment Results

We classify our business into two segments: Industrial Technologies and Services and Precision and Science Technologies. Our Corporate operations are not discussed separately as any results that had a significant impact on operating results are included in the “Results of Operations” discussion above.

We evaluate the performance of our segments based on Segment Revenues and Segment Adjusted EBITDA. Segment Adjusted EBITDA is indicative of operational performance and ongoing profitability. Our management closely monitors Segment Adjusted EBITDA to evaluate past performance and identify actions required to improve profitability.

The segment measurements provided to and evaluated by the chief operating decision maker are described in Note 1719 “Segment Results” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.

Segment Results for the Three ~~and Nine~~ Month Periods Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~

The following tables display Segment Revenues, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin (Segment Adjusted EBITDA as a percentage of Segment Revenues) for each of our Segments.

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Industrial Technologies and Services Segment Results


		For the Three Month Period Ended September 30,						Percent Change			For the Three Month Period Ended March 31,						Percent Change
		2022			2021			2022 vs. 2021			2023			2022			2023 vs. 2022
Segment Orders										Segment Orders	$	1,450.3		$	1,292.8		12.2	%
Segment Revenues	Segment Revenues	$	1,199.6		$	1,070.7		12.0	%	Segment Revenues	$	1,317.2		$	1,039.6		26.7	%
Segment Adjusted EBITDA	Segment Adjusted EBITDA	$	314.0		$	272.9		15.1	%	Segment Adjusted EBITDA	$	345.6		$	247.4		39.7	%
Segment Margin	Segment Margin	26.2		%	25.5		%	70	bps	Segment Margin	26.2		%	23.8		%	240	bps

Segment Orders for the three month period ended March 31, 2023 were $1,450.3 million, an increase of $157.5 million, or 12.2%, compared to $1,292.8 million in the same three month period in 2022. The increase in Segment Orders was due to organic growth of $129.0 million or 10.0% and acquisitions of $78.7 million or 6.1%, partially offset by the unfavorable impact of foreign currencies of $50.2 million or 3.9%.

Segment Revenues for the three month period ended ~~September 30, 2022~~March 31, 2023 were ~~$1,199.6~~$1,317.2 million, an increase of ~~$128.9~~$277.6 million, or ~~12.0%~~26.7%, compared to ~~$1,070.7~~$1,039.6 million in the same three month period in ~~2021.~~2022. The increase in Segment Revenues was due to higher pricing of ~~$100.2~~$106.9 million or ~~9.4%~~10.3%, higher organic volumes of ~~$98.6~~$147.3 million or ~~9.2%~~14.2%, and acquisitions of ~~$7.6~~$69.9 million or ~~0.7%~~6.7%, partially offset by unfavorable impact of foreign currencies of ~~$77.5~~$46.5 million or ~~7.2%~~4.5%. The percentage of Segment Revenues derived from aftermarket parts and service was ~~39.7%~~40.0% in the three month period ended ~~September 30, 2022~~March 31, 2023 compared to ~~40.4%~~40.9% in the same three month period in ~~2021.~~2022.

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Segment Adjusted EBITDA for the three month period ended ~~September 30, 2022~~March 31, 2023 was ~~$314.0~~$345.6 million, an increase of ~~$41.1~~$98.2 million, or ~~15.1%~~39.7%, from ~~$272.9~~$247.4 million in the same three month period in ~~2021.~~2022. Segment Adjusted EBITDA Margin increased 70240 basis points to 26.2% from ~~25.5%~~23.8% in ~~2021.~~2022. The increase in Segment Adjusted EBITDA was primarily due to higher pricing of ~~$100.2~~$106.9 million or ~~36.7%~~43.2%, higher organic sales volume of ~~$38.9~~$57.1 million or ~~14.3%~~23.1%, and acquisitions of ~~$1.4~~$18.6 million or ~~0.5%~~7.5%, partially offset by unfavorable cost inflation and product mix of ~~$59.1~~$46.1 million or ~~21.7%~~18.6%, higher selling and administrative costs of $21.3 million or 8.6% and unfavorable impact of foreign currencies of ~~$19.0~~$12.7 million or ~~7.0%,~~5.1%.

Precision and ~~higher selling and administrative costs~~Science Technologies Segment Results


	For the Three Month Period Ended March 31,						Percent Change
	2023			2022			2023 vs. 2022
Segment Orders	$	326.5		$	337.1		(3.1)	%
Segment Revenues	$	312.1		$	297.4		4.9	%
Segment Adjusted EBITDA	$	94.5		$	85.1		11.0	%
Segment Margin	30.3		%	28.6		%	170	bps

Segment Orders for the three month period ended March 31, 2023 were $326.5 million, a decrease of ~~$17.7~~$10.6 million, or ~~6.5%~~3.1%, compared to $337.1 million in the same three month period in 2022. The decrease in Segment Orders was due to the unfavorable impact of foreign currencies of $11.0 million or 3.3% and organic decline of $5.8 million or 1.7%, partially offset by acquisitions of $6.2 million or 1.8%.

For the Nine Month Period Ended September 30, Percent Change
2022 2021 2022 vs. 2021
Segment Revenues $ 3,389.7 $ 3,032.0 11.8 %
Segment Adjusted EBITDA $ 853.4 $ 743.0 14.9 %
Segment Margin 25.2 % 24.5 % 70 bps

Segment Revenues for the ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 were ~~$3,389.7~~$312.1 million, an increase of ~~$357.7~~$14.7 million, or ~~11.8%~~4.9%, compared to ~~$3,032.0~~$297.4 million in the same ~~nine~~three month period in ~~2021.~~2022. The increase in Segment Revenues was primarily due to higher pricing of ~~$244.0~~$29.0 million or ~~8.0%, higher organic volumes of $235.8 million or 7.8%,~~9.8% and acquisitions of ~~$27.9~~$7.1 million or ~~0.9%~~2.4%, partially offset by organic volume decline of $11.0 million or 3.7% and unfavorable impact of foreign currencies of ~~$150.0~~$10.4 million or ~~4.9%~~3.5%. The percentage of Segment Revenues derived from aftermarket parts and service was ~~39.9%~~21.4% in the ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 compared to ~~40.9%~~19.6% in the same ~~nine~~three month period in ~~2021.~~2022.

Segment Adjusted EBITDA for the ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 was ~~$853.4~~$94.5 million, an increase of ~~$110.4~~$9.4 million, or ~~14.9%~~11.0%, from ~~$743.0~~$85.1 million in the same ~~nine~~three month period in ~~2021.~~2022. Segment Adjusted EBITDA Margin increased 70170 basis points to ~~25.2%~~30.3% from ~~24.5%~~28.6% in ~~2021.~~2022. The increase in Segment Adjusted EBITDA was primarily due to higher pricing of ~~$244.0~~$29.0 million or ~~32.8%, higher organic sales volume of $92.9 million or 12.5%,~~34.1% and acquisitions of ~~$5.6~~$2.7 million or ~~0.8%~~3.2%, partially offset by unfavorable cost inflation and product mix of ~~$155.5~~$11.9 million or ~~20.9%~~14.0%, lower organic sales volume of $4.9 million or 5.8%, higher selling and administrative costs of $3.5 million or 4.1% and unfavorable impact of foreign currencies of ~~$36.9~~$3.1 million or ~~5.0%, and higher selling and administrative costs of $34.6 million or 4.7%~~3.6%.

~~Precision and Science Technologies Segment~~ Results of Discontinued Operations

For the Three Month Period Ended September 30, Percent Change
2022 2021 2022 vs. 2021
Segment Revenues $ 316.1 $ 254.3 24.3 %
Segment Adjusted EBITDA $ 92.0 $ 75.5 21.9 %
Segment Margin 29.1 % 29.7 % (60) bps

~~Segment Revenues~~Loss from discontinued operations, net of tax was $1.4 million for the three month period ended ~~September 30,~~March 31, 2022 ~~were $316.1 million, an increase~~and consisted primarily of $61.8 million, or 24.3%, compared to $254.3 million in the same three month period in 2021. The increase in Segment Revenues was primarily due to acquisitions of $45.0 million or 17.7%, higher pricing of $20.1 million or 7.9% and higher organic volume of $19.0 million or

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7.5%, partially offset by unfavorable impact of foreign currencies of $22.3 million or 8.8%. The percentage of Segment Revenues derived from aftermarket parts and service was 18.7% in the three month period ended September 30, 2022 compared to 17.3% in the same three month period in 2021.

Segment Adjusted EBITDA for the three month period ended September 30, 2022 was $92.0 million, an increase of $16.5 million, or 21.9%, from $75.5 million in the same three month period in 2021. Segment Adjusted EBITDA Margin decreased 60 basis points to 29.1% from 29.7% in 2021. The increase in Segment Adjusted EBITDA was primarily due to higher pricing of $20.1 million or 26.6%, acquisitions of $10.1 million or 13.4% and higher organic sales volume of $8.6 million or 11.4%, partially offset by unfavorable cost inflation and product mix of $11.2 million or 14.8%, unfavorable impact of foreign currencies of $6.2 million or 8.2% and higher selling and administrative costs of $3.8 million or 5.0%.

For the Nine Month Period Ended September 30, Percent Change
2022 2021 2022 vs. 2021
Segment Revenues $ 902.9 $ 701.6 28.7 %
Segment Adjusted EBITDA $ 254.8 $ 213.8 19.2 %
Segment Margin 28.2 % 30.5 % (230) bps

Segment Revenues for the nine month period ended September 30, 2022 were $902.9 million, an increase of $201.3 million, or 28.7%, compared to $701.6 million in the same nine month period in 2021. The increase in Segment Revenues was due to acquisitions of $168.5 million or 24.0%, higher pricing of $45.6 million or 6.5%, and higher organic volumes of $31.9 million or 4.5%, partially offset by unfavorable impact of foreign currencies of $44.7 million or 6.4%. The percentage of Segment Revenues derived from aftermarket parts and service was 19.1% in the nine month period ended September 30, 2022 compared to 16.3% in the same nine month period in 2021.

Segment Adjusted EBITDA for the nine month period ended September 30, 2022 was $254.8 million, an increase of $41.0 million, or 19.2%, from $213.8 million in the same nine month period in 2021. Segment Adjusted EBITDA Margin decreased 230 basis points to 28.2% from 30.5% in 2021. The increase in Segment Adjusted EBITDA was primarily due to higher pricing of $45.6 million or 21.3%, acquisitions of $36.8 million or 17.2%, and higher organic sales volume of $14.5 million or 6.8%, partially offset by unfavorable cost inflation and product mix of $31.6 million or 14.8%, unfavorable impact of foreign currencies of $12.8 million or 6.0%, and higher selling and administrative costs of $8.8 million or 4.1%.

~~Orders~~

~~Industrial Technologies and Services Segment~~

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 third quarter of 2022, we had $1,355.2 million of orders in our Industrial Technologies and Services segment, an increase of 10.1% over the third quarter of 2021.

~~Precision and Science Technologies Segment~~

In 2021 and into early 2022, the Precision and Science Technologies segment has seen increased demand for certain of our products used in processes or systems to mitigate the impact of COVID-19, particularly related to life science and specialty applications. In the second quarter of 2022, we have seen a modest reduction in COVID-19 related demand for these products although it remains above pre-pandemic levels. In the third quarter of 2022, we had $299.3 million of orders in our Precision and Science Technologies segment, an increase of 12.4% over the third quarter of 2021. The increase was due to acquisitions of 18.0% and higher organic orders of 2.8%, partially offset by the unfavorable impact of foreign currencies of 8.4%.

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~~Results of Discontinued Operations~~

~~Results of Discontinued Operations - SVT~~

~~The components of Income (Loss) from Discontinued Operations attributable to SVT are summarized below:~~

For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2022 2021 2022 2021
Revenues $ — $ 4.4 $ 6.6 $ 428.7
Cost of sales — 4.2 6.5 319.1
Gross profit — 0.2 0.1 109.6
Selling and administrative expenses — 0.3 0.1 35.6
Amortization of intangible assets — — — 10.4
(Gain) loss on sale (2.8) 3.9 (2.8) (252.8)
Other operating expense, net 2.1 1.8 0.4 18.0
Income (loss) before income taxes 0.7 (5.8) 2.4 298.4
Provision (benefit) for income taxes 0.1 (1.5) 0.5 168.2
Income (Loss) from Discontinued Operations $ 0.6 $ (4.3) $ 1.9 $ 130.2

The change in income from discontinued operations for the three and nine month periods ended September 30, 2022 compared to the same three and nine month periods in 2021 is primarily due to the substantial completion of the sale of SVT on June 1, 2021.

~~Results of Discontinued Operations - HPS~~

~~The components of Income (Loss) from Discontinued Operations attributable to HPS are summarized below:~~

For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2022 2021 2022 2021
Revenues $ — $ 2.6 $ — $ 68.0
Cost of sales — 2.4 — 56.8
Gross profit — 0.2 — 11.2
Selling and administrative expenses — 0.2 — 5.1
Amortization of intangible assets — — — 2.4
Loss on disposal group — — — 211.7
Other operating expense, net 0.1 1.8 1.6 17.3
Loss before income taxes (0.1) (1.8) (1.6) (225.3)
Benefit for income taxes — (1.9) (0.3) (7.0)
Income (Loss) from Discontinued Operations $ (0.1) $ 0.1 $ (1.3) $ (218.3)

The change in results from discontinued operations for the three and nine month periods ended September 30, 2022 compared to the same three and nine month periods in 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.

Liquidity and Capital Resources

Our investment resources include cash on hand, cash generated from operations and borrowings under our Revolving Credit Facility. We also have the ability to seek additional secured and unsecured borrowings, subject to Credit Agreement restrictions.

As of ~~September 30, 2022,~~March 31, 2023, we had $1,100.0 million of unused availability under the Revolving Credit Facility.

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See the description of these line-of-credit resources in Note 11 “Debt” to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 and Note 910 “Debt” and Note 21 “Subsequent Event” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.

As of ~~September 30, 2022,~~March 31, 2023, we were in compliance with all of our debt covenants and no event of default had occurred or was ongoing.

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Liquidity

A substantial portion of our liquidity needs arise from debt service requirements, and from the ongoing cost of operations, working capital and capital expenditures.


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	1,459.5	$	2,109.6	Cash and cash equivalents	$	1,119.3	$	1,613.0

Short-term borrowings and current maturities of long-term debt	Short-term borrowings and current maturities of long-term debt	$	32.8	$	38.8	Short-term borrowings and current maturities of long-term debt	$	33.9	$	36.5
Long-term debt	Long-term debt	2,720.1		3,401.8		Long-term debt	2,708.8		2,716.1
Total debt	Total debt	$	2,752.9	$	3,440.6	Total debt	$	2,742.7	$	2,752.6

We can increase the borrowing availability under the Senior Secured Credit Facilities by up to $1,600.0 million in the form of additional commitments under the Revolving Credit Facility and/or incremental term loans plus an additional amount so long as we do not exceed a specified senior secured leverage ratio. We can incur additional secured indebtedness under the term loan facilities if certain specified conditions are met under the credit agreement governing the Senior Secured Credit Facilities. Our liquidity requirements are significant primarily due to debt service requirements. See Note 11 “Debt” to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 and Note 910 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.

Our principal sources of liquidity have been existing cash and cash equivalents, cash generated from operations and borrowings under the Senior Secured Credit Facilities. Our principal uses of cash will be to provide working capital, meet debt service requirements, fund capital expenditures, dividend payments, and finance strategic plans, including possible acquisitions. We may also seek to finance capital expenditures under capital leases or other debt arrangements that provide liquidity or favorable borrowing terms. We continue to consider acquisition opportunities, but the size and timing of any future acquisitions and the related potential capital requirements cannot be predicted. In the event that suitable businesses are available for acquisition upon acceptable terms, we may obtain all or a portion of the necessary financing through the incurrence of additional long-term borrowings. As market conditions warrant, we may from time to time, seek to repay loans that we have borrowed, including the borrowings under the Senior Secured Credit Facilities. Based on our current level of operations and available cash, we believe our cash flow from operations, together with availability under the Revolving Credit Facility, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements for the foreseeable future. Our business may not generate sufficient cash flows from operations or future borrowings may not be available to us under our Revolving Credit Facility in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. Our ability to do so depends on, among other factors, prevailing economic conditions, many of which are beyond our control. In addition, upon the occurrence of certain events, such as a change in control, we could be required to repay or refinance our indebtedness. We may not be able to refinance any of our indebtedness, including the Senior Secured Credit Facilities, on commercially reasonable terms or at all. Any future acquisitions, joint ventures, or other similar transactions may require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms or at all.

We may from time to time repurchase shares of our common stock in the open market at prevailing market prices (including through Rule 10b5-1 plans), in privately negotiated transactions, a combination thereof or through other transactions. The actual timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of our stock, general market and economic conditions, our liquidity requirements, applicable legal requirement and other business considerations.

A substantial portion of our cash is in jurisdictions outside of the United States. We do not assert ASC 740-30 (formerly APB 23) indefinite reinvestment of our historical non-U.S. earnings or future non-U.S. earnings. The Company records a deferred foreign tax liability to cover all estimated withholding, state income tax and foreign income tax associated with repatriating all non-U.S. earnings back to the United States. Our deferred income tax liability as of ~~September 30, 2022~~March 31, 2023 was $52.9 million which primarily consisted of withholding taxes.

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Working Capital


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Net Working Capital:	Net Working Capital:					Net Working Capital:
Current assets of continuing operations:

Current assets	Current assets	$	3,744.8	$	4,114.9	Current assets	$	3,672.4	$	3,967.3
Less: Assets of discontinued operations		—		15.6
Current assets of continuing operations		3,744.8		4,099.3
Current liabilities of continuing operations:
Current liabilities		1,523.0		1,467.7
Less: Liabilities of discontinued operations		—		17.1
Current liabilities of continuing operations		1,523.0		1,450.6
Net working capital of continuing operations		$	2,221.8	$	2,648.7

Less: Current liabilities						Less: Current liabilities	1,700.1		1,674.0

Net working capital						Net working capital	$	1,972.3	$	2,293.3

Operating Working Capital:	Operating Working Capital:					Operating Working Capital:
Accounts receivable	Accounts receivable	$	1,032.3	$	948.6	Accounts receivable	$	1,243.6	$	1,122.0
Plus: Inventories (excluding LIFO reserve)	Plus: Inventories (excluding LIFO reserve)	1,069.9		878.6		Plus: Inventories (excluding LIFO reserve)	1,190.9		1,085.9
Plus: Contract assets	Plus: Contract assets	70.5		60.8		Plus: Contract assets	44.4		70.6
Less: Accounts payable	Less: Accounts payable	698.9		670.5		Less: Accounts payable	730.9		778.7
Less: Contract liabilities (current)	Less: Contract liabilities (current)	299.7		242.1		Less: Contract liabilities (current)	350.8		305.6
Operating working capital	Operating working capital	$	1,174.1	$	975.4	Operating working capital	$	1,397.2	$	1,194.2

Net working capital ~~of continuing operations~~ decreased ~~$426.9~~$321.0 million to ~~$2,221.8~~$1,972.3 million as of ~~September 30, 2022~~March 31, 2023 from ~~$2,648.7~~$2,293.3 million as of December 31, ~~2021.~~2022. Operating working capital increased ~~$198.7~~$203.0 million to ~~$1,174.1~~$1,397.2 million as of ~~September 30, 2022~~March 31, 2023 from ~~$975.4~~$1,194.2 million as of December 31, ~~2021.~~2022. The increase in operating working capital is primarily due to higher ~~inventories,~~ accounts receivable, higher inventories and ~~contract assets,~~lower accounts payable, partially offset by higher ~~accounts payable~~contract liabilities and lower contract ~~liabilities.~~assets.

The increase in accounts receivable was primarily due to ~~increased~~the timing of revenues in the quarter and seasonal changes in collection timing. The increase in inventories was primarily due to additions to inventory due to increased demand for certain products. The decrease in contract assets was primarily due to the timing of revenue recognition and billing on our overtime contracts. The ~~increase in inventories was primarily due to additions to inventory due to increased demand for certain products. The increase~~decrease in accounts payable was primarily due to the timing of vendor cash disbursements. The increase in contract liabilities was primarily due to the timing of customer milestone payments for in-process engineered to order contracts.

Cash Flows

The following table reflects the major categories of cash flows for the ~~nine~~three month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.


		For the Nine Month Period Ended September 30,					For the Three Month Period Ended March 31,
		2022		2021			2023		2022
Cash flows provided by (used in) continuing operations:	Cash flows provided by (used in) continuing operations:					Cash flows provided by (used in) continuing operations:
Cash flows provided by operating activities	Cash flows provided by operating activities	$	510.6	$	380.9	Cash flows provided by operating activities	$	170.3	$	50.1
Cash flows used in investing activities	Cash flows used in investing activities	(119.5)		(841.0)		Cash flows used in investing activities	(581.5)		(48.2)
Cash flows used in financing activities	Cash flows used in financing activities	(934.8)		(1,142.2)		Cash flows used in financing activities	(89.3)		(116.1)
Net cash provided by (used in) discontinued operations	Net cash provided by (used in) discontinued operations	(0.6)		1,901.9		Net cash provided by (used in) discontinued operations	—		(4.1)
Free cash flow(1)	Free cash flow(1)	449.5		339.7		Free cash flow(1)	147.9		32.2

(1)See the “Non-GAAP Financial Measures” section included in this Quarterly Report for a reconciliation to the nearest GAAP measure.

Operating Activities

Cash provided by operating activities increased ~~$129.7~~$120.2 million to ~~$510.6~~$170.3 million for the ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 from ~~$380.9~~$50.1 million in the same ~~nine~~three month period in ~~2021.~~2022. This increase is primarily attributable to ~~a decrease in cash paid for~~higher income ~~taxes of $264.3 million,~~from continuing operations, partially offset by cash outflows for operating working ~~capital to support the orders increase.~~

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The decrease in cash paid for taxes is primarily due to a taxable gain realized on the sale of Club Car in the 2021 period. Net cash provided by continuing operations also includes the receipt of a $49.5 million payment from Trane Technologies in the third quarter of 2021 upon finalizing post-closing steps of the Merger.capital.

Investing Activities

Cash used in investing activities included capital expenditures of ~~$61.1~~$22.4 million and ~~$41.2~~$17.9 million for the ~~nine~~three month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. Net cash paid in ~~a business combination~~acquisitions was ~~$62.5~~$566.4 million and ~~$809.3~~$30.3 million in the ~~nine~~three month periods ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. The three month period ended March 31, 2023 also included proceeds of $7.3 million related to the sale of a closed facility.

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Financing Activities

Cash used in financing activities of ~~$934.8~~$89.3 million for the ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 primarily reflected purchases of treasury stock of $77.0 million, repayments of long term debt of ~~$647.1~~$11.0 million ~~purchases of treasury stock of $257.8 million,~~and cash dividends on common stock of ~~$24.3 million, and payments of interest rate cap premiums of $13.4~~$8.1 million, partially offset by proceeds from stock option exercises of ~~$14.7~~$9.2 million.

Cash used in financing activities of ~~$1,142.2~~$116.1 million for the ~~nine~~three month period ended ~~September 30, 2021~~March 31, 2022 primarily reflected purchases of treasury stock of $101.1 million, repayments of long-term debt of ~~$425.7~~$9.6 million, and ~~purchases of treasury~~cash dividends on common stock of ~~$736.5~~$8.2 million, partially offset by proceeds from stock option exercises of ~~$20.0~~$4.6 million.

Discontinued Operations

Cash provided by (used in) discontinued operations decreased $1,902.5 million to $(0.6) million for the nine month period ended September 30, 2022 from $1,901.9 million in the same nine month period in 2021, primarily due to the sales being substantially completed in the second quarter of 2021. Cash used in discontinued operations was $4.1 million for the ~~nine~~three month period ended ~~September 30,~~March 31, 2022 and related primarily to separation related expenses.

Free Cash Flow

Free cash flow increased ~~$109.8~~$115.7 million to ~~$449.5~~$147.9 million in the ~~nine~~three month period ended ~~September 30, 2022~~March 31, 2023 from ~~$339.7~~$32.2 million in the same ~~nine~~three month period in ~~2021~~2022 due to increased cash provided by operating activities, partially offset by higher capital expenditures.

Critical Accounting Estimates

Management has evaluated the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements and related notes and believe those estimates to be reasonable and appropriate. Certain of these accounting estimates require the application of significant judgment by management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving management judgments and estimates may be found in the section “Critical Accounting Estimates” of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 1 “Summary of Significant Accounting Policies” of “Item 8. Financial Statements and Supplementary Data” included in our annual report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022.

Environmental Matters

Information with respect to the effect of compliance with environmental protection requirements and resolution of environmental claims on us and our manufacturing operations is contained in Note 1618 “Contingencies” to the condensed consolidated financial statements included elsewhere in this Form 10-Q. We believe that as of ~~September 30, 2022,~~March 31, 2023, there have been no material changes to the environmental matters disclosed in our annual report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022.

Recent Accounting Pronouncements

The information set forth in Note 1 “Basis of Presentation and Recent Accounting Pronouncements” to our condensed consolidated financial statements under Part 1, Item 1 “Financial Statements” under the heading “Recently Issued Accounting Pronouncements” is incorporated herein by reference.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate risk as a result of our variable-rate borrowings. We manage our exposure to interest rate risk by using interest rate swap and cap contracts, from time to time, as cash flow hedges of our variable rate debt in order to adjust the relative fixed and variable portions.

In addition, we are exposed to foreign currency risks that arise from our global business operations. Changes in foreign currency exchange rates affect the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a subsidiary’s functional currency. While future changes in foreign currency exchange rates are difficult to predict, our revenues and earnings may be adversely affected if the U.S. dollar further strengthens.

We seek to minimize our exposure to foreign currency risks through a combination of normal operating activities, including by conducting our international business operations primarily in their functional currencies to match expenses with revenues, and the use of cross currency interest rate swap contracts and foreign currency forward exchange contracts. In addition, to mitigate the risk arising from entering into transactions in currencies other than our functional currencies, we typically settle intercompany trading balances at least quarterly.

As of ~~September 30, 2022,~~March 31, 2023, there have been no material changes to our market risk assessment previously disclosed in the annual report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 1618 “Contingencies” to our Condensed Consolidated Financial Statements under Part I, Item 1 “Financial Statements,” is incorporated herein by reference.

ITEM 1A. RISK FACTORS

~~Except as set forth below, as~~As of ~~September 30, 2022,~~March 31, 2023, there have been no material changes to our risk factors included in our annual report on Form 10-K for the year ended December 31, ~~2021 (the “Annual Report”).~~

In light of escalating geopolitical tensions occurring subsequent to the filing of our Annual Report, we are supplementing the risk factors discussed in our Annual Report by expanding the following risk factor to emphasize our material cash balances in China. The update to the risk factor below should be read in conjunction with the other risk factors contained in our Annual Report.

~~More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political, regulatory and other risks of international operations.~~

For the year ended December 31, 2021, approximately 61% of our revenues were from customers in countries outside of the United States. We have manufacturing facilities in Germany, the United Kingdom, China, Italy, India and other countries. We intend to continue to expand our international operations to the extent that suitable opportunities become available. Non-U.S. operations and United States export sales could be adversely affected as a result of: political or economic instability in certain countries; differences in foreign laws, including increased difficulties in protecting intellectual property and uncertainty in enforcement of contract rights; credit risks; currency fluctuations, in particular, changes in currency exchange rates between the U.S. dollar, Euro, British Pound and the Chinese Renminbi; exchange controls; changes in and uncertainties with respect to tariffs and import/export trade restrictions (including changes in United States trade policy toward other countries, such as the imposition of tariffs and the resulting consequences), as well as other changes in political policy in the United States, China, the U.K. and certain European countries (including the impacts of the U.K.’s national referendum resulting in the U.K.’s withdrawal from the European Union); royalty and tax increases; nationalization of private enterprises, especially in China where we hold material cash balances; civil unrest and protests, strikes, acts of terrorism, war or other armed conflict; shipping products during times of crisis or war; and other factors inherent in foreign operations.

In addition, our expansion into new countries may require significant resources and the efforts and attention of our management and other personnel, which will divert resources from our existing business operations. As we expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these risks associated with our international operations.2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Company Purchases

The following table contains detail related to the repurchase of our common stock based on the date of trade during the three month period ended ~~September 30, 2022.~~March 31, 2023.

2022 Third 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)
July 1, 2022 - July 31, 2022 444 $ 42.08 — $ 500,000,236
August 1, 2022 - August 31, 2022 915 $ 49.55 — $ 500,000,236
September 1, 2022 - September 30, 2022 92,354 $ 43.94 91,243 $ 495,998,472


2023 First 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)
January 1, 2023 - January 31, 2023	290,112	$	56.03	290,112	$	473,908,263
February 1, 2023 - February 28, 2023	632,655	$	57.05	417,703	$	448,157,893
March 1, 2023 - March 31, 2023	420,570	$	58.57	409,839	$	428,676,408
Total	1,343,337			1,117,654

(1)Includes shares of common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of certain restricted stock units, comprised of ~~444~~214,952 shares in the period from ~~July~~February 1, ~~2022~~2023 to ~~July 31, 2022, 915~~February 28, 2023 and 10,731 shares in the period from ~~August~~March 1, ~~2022~~2023 to ~~August~~March 31, ~~2022, and 1,111 shares in the period from September 1, 2022 to September 30, 2022.~~2023.

(2)The average price paid per share includes brokerage commissions.

(3)On August 24, 2021, our Board of Directors approved a share repurchase program which authorized the repurchase of up to $750.0 million of the Company's outstanding common stock. The authorization does not have any expiration date.

~~Table of Contents~~

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~On April 27, 2023, the Company detected a cybersecurity incident that resulted in a disruption of several of our information technology systems. The Company immediately launched a thorough investigation with the assistance of external cybersecurity experts and is assessing and mitigating impacts of the incident. The Company proactively took immediate actions to maintain business continuity and to minimize disruption to operations and customers, including isolating systems and implementing workarounds. As of the date of the filing of this Quarterly Report on Form 10-Q, although an investigation is ongoing, the Company is not aware of any confidential customer information having been exfiltrated. If the Company becomes aware of any such information having been exfiltrated, it will make appropriate notifications.

The Company remains fully committed to its customers as it diligently works to resolve the issue and restore normal operations in a safe and secure manner. Security is a top priority for the Company, and the Company continues to take a series of measures to safeguard the integrity of its information technology systems. The Company continues to investigate and assess the incident and while the Company does not expect this incident to have a material impact on its business, results of operations or financial condition, it cannot determine, at this time the extent of the impact from such event or whether such impact will have a material adverse effect. For a discussion of the risks and uncertainties that cybersecurity incidents may have on us, see “Risk Factors: Information systems failure or disruption, due to cyber terrorism or other actions, may adversely impact our business and result in

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financial loss to the Company or liability to our customers” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

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ITEM 6. EXHIBITS

The following is a list of all exhibits filed or furnished as part of this report.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosures other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual statement of affairs as of the date they were made or at any other time.


Exhibit No.						Description
~~2.1~~						Agreement and Plan of Merger, dated as of April 30, 2019, by and among Ingersoll-Rand plc, Gardner Denver Holdings, Inc., Ingersoll-Rand U.S. HoldCo, Inc. and Charm Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, 2019).
~~2.2~~						Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. HoldCo, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, 2019).
~~2.3~~						Securities Purchase Agreement, dated as of April 9, 2021, by and among Ingersoll Rand Inc., Club Car, LLC and MajorDrive Holdings IV, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on April 12, 2021).
10.1†						Employment Agreement, dated ~~September 1, 2022,~~April 10, 2023, between Ingersoll Rand Inc. and ~~Vicente Reynal.~~Enrique Miñarro Viseras.
~~10.2†~~10.2						~~Performance Stock Unit Grant Notice~~Joinder Agreement and Amendment No. 9 to Credit Agreement, dated ~~September 1, 2022, between~~as of April 21, 2023, by and among Ingersoll Rand Inc., Gardner Denver, Inc., Ingersoll-Rand Services Company, GD German Holdings II GmbH, Gardner Denver Holdings Ltd., Citibank, N.A., and ~~Vicente Reynal.~~ the lenders and other parties party thereto.
31.1						Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Scheme Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101).

† Identifies exhibits that consists of a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: ~~November 4, 2022~~May 5, 2023	INGERSOLL RAND INC.

	By:	/s/ Michael J. Scheske
	Name: Michael J. Scheske
	Vice President and Chief Accounting Officer (Principal Accounting Officer)

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2022 Third 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)
July 1, 2022 - July 31, 2022	444	$	42.08	—	$	500,000,236
August 1, 2022 - August 31, 2022	915	$	49.55	—	$	500,000,236
September 1, 2022 - September 30, 2022	92,354	$	43.94	91,243	$	495,998,472