Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 31, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Ingersoll Rand Inc. | |
Entity Central Index Key | 0001699150 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 417,059,081 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38095 | |
Entity Tax Identification Number | 46-2393770 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 800-A Beaty Street | |
Entity Address, City or Town | Davidson | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28036 | |
City Area Code | 704 | |
Local Phone Number | 655-4000 | |
Title of 12(b) Security | Common Stock, $0.01 Par Value per share | |
Trading Symbol | IR | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||||||
Revenues | $ 1,264.4 | $ 629.1 | [1] | $ 2,064.3 | $ 1,249.4 | [1] |
Cost of sales | 904.4 | 394.7 | 1,459.8 | 784.5 | ||
Gross Profit | 360 | 234.4 | 604.5 | 464.9 | ||
Selling and administrative expenses | 247.7 | 110.7 | 403.1 | 227.7 | ||
Amortization of intangible assets | 114.6 | 30.9 | 169.8 | 62.3 | ||
Other operating expense, net | 49.9 | 18.2 | 150.6 | 20 | ||
Operating (Loss) Income | (52.2) | 74.6 | (119) | 154.9 | ||
Interest expense | 30.8 | 22.4 | 57.9 | 44.8 | ||
Loss on extinguishment of debt | 0 | 0.2 | 2 | 0.2 | ||
Other income, net | (2.3) | (1.2) | (2.5) | (2.5) | ||
(Loss) Income Before Income Taxes | (80.7) | 53.2 | [1] | (176.4) | 112.4 | [1] |
Provision for income taxes | 95.8 | 8.3 | 37 | 20.3 | ||
Net (Loss) Income | (176.5) | 44.9 | (213.4) | 92.1 | ||
Less: Net income attributable to noncontrolling interests | 1.1 | 0 | 1 | 0 | ||
Net (Loss) Income Attributable to Ingersoll Rand Inc. | $ (177.6) | $ 44.9 | $ (214.4) | $ 92.1 | ||
Basic (loss) earnings per share (in dollars per share) | $ (0.43) | $ 0.22 | $ (0.62) | $ 0.45 | ||
Diluted (loss) earnings per share (in dollars per share) | $ (0.43) | $ 0.21 | $ (0.62) | $ 0.44 | ||
[1] | For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA. Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |||
Comprehensive (Loss) Income Attributable to Ingersoll Rand Inc. | ||||||
Net (loss) income attributable to Ingersoll Rand Inc. | $ (177.6) | $ 44.9 | $ (214.4) | $ 92.1 | ||
Other comprehensive (loss) income, net of tax | ||||||
Foreign currency translation adjustments, net | 44.9 | (6.4) | (47.3) | (6.5) | ||
Unrecognized gain (loss) on cash flow hedges, net | 5.5 | (0.5) | 6.7 | 1.4 | ||
Pension and other postretirement prior service cost and gain or loss, net | 0.5 | 1.2 | 3.4 | 1.4 | ||
Total other comprehensive income (loss), net of tax | 50.9 | (5.7) | (37.2) | [1] | (3.7) | [1] |
Comprehensive (loss) income attributable to Ingersoll Rand Inc. | (126.7) | 39.2 | (251.6) | 88.4 | ||
Comprehensive Loss Attributable to Noncontrolling Interests | ||||||
Net income attributable to noncontrolling interests | 1.1 | 0 | 1 | 0 | ||
Other comprehensive income, net of tax | ||||||
Foreign currency translation adjustments, net | (0.4) | 0 | (4.4) | 0 | ||
Total other comprehensive loss, net of tax | (0.4) | 0 | (4.4) | 0 | ||
Comprehensive income (loss) attributable to noncontrolling interests | 0.7 | 0 | (3.4) | 0 | ||
Total Comprehensive (Loss) Income | $ (126) | $ 39.2 | $ (255) | $ 88.4 | ||
[1] | All amounts are net of tax. Amounts in parentheses indicate debits. |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,173.6 | $ 505.5 |
Accounts receivable, net of allowance for doubtful accounts of $65.6 and $18.4, respectively | 922.2 | 459.1 |
Inventories | 1,026.4 | 502.5 |
Other current assets | 204.6 | 76.8 |
Total current assets | 3,326.8 | 1,543.9 |
Property, plant and equipment, net of accumulated depreciation of $335.2 and $298.4, respectively | 832 | 326.6 |
Goodwill | 6,055.1 | 1,287.7 |
Other intangible assets, net | 4,848.7 | 1,255 |
Deferred tax assets | 13.7 | 3 |
Other assets | 357 | 212.2 |
Total assets | 15,433.3 | 4,628.4 |
Current liabilities: | ||
Short-term borrowings and current maturities of long-term debt | 39.8 | 7.6 |
Accounts payable | 683.5 | 322.9 |
Accrued liabilities | 754.9 | 244.1 |
Total current liabilities | 1,478.2 | 574.6 |
Long-term debt, less current maturities | 3,816.7 | 1,603.8 |
Pensions and other postretirement benefits | 271.1 | 99.7 |
Deferred income taxes | 913.3 | 251 |
Other liabilities | 312.2 | 229.4 |
Total liabilities | 6,791.5 | 2,758.5 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value; 1,000,000,000 shares authorized;418,592,336 and 206,767,529 shares issued as of June 30, 2020 and December 31, 2019, respectively | 4.2 | 2.1 |
Capital in excess of par value | 9,256.5 | 2,302 |
Accumulated deficit | (356.8) | (141.4) |
Accumulated other comprehensive loss | (293.2) | (256) |
Treasury stock at cost; 1,633,875 and 1,701,785 shares as of June 30, 2020 and December 31, 2019, respectively | (35.8) | (36.8) |
Total Ingeroll Rand Inc stockholders' equity | 8,574.9 | 1,869.9 |
Noncontrolling interests | 66.9 | 0 |
Total stockholders' equity | 8,641.8 | 1,869.9 |
Total liabilities and stockholders' equity | $ 15,433.3 | $ 4,628.4 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 65.6 | $ 18.4 |
Property, plant and equipment, accumulated depreciation | $ 335.2 | $ 298.4 |
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 418,592,336 | 206,767,529 |
Treasury stock (in shares) | 1,633,875 | 1,701,785 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Millions, $ in Millions | Common Stock [Member] | Capital in Excess of Par Value [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Total Ingersoll Rand Inc. Stockholders' Equity | Noncontrolling Interest [Member] | Total | Cumulative Effect, Period of Adoption, Adjustment [Member]Accumulated Deficit [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Accumulated Other Comprehensive Loss [Member] | |
Balance at beginning of period at Dec. 31, 2018 | $ 2 | $ 2,282.7 | $ (308.7) | $ (247) | $ (53) | $ 0 | |||||
Balance at beginning of period (ASU 2018-02 [Member]) at Dec. 31, 2018 | [1] | $ (8.2) | |||||||||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 201.1 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Purchases of treasury stock | (17.1) | ||||||||||
Shares issued to acquire Ingersoll Rand Industrial | $ 0 | 0 | |||||||||
Shares issued to acquire Ingersoll Rand Industrial (in shares) | 0 | ||||||||||
Fair value attributable to pre-merger service for replacement equity awards | 0 | ||||||||||
Fair value attributable to pre-merger service for deferred compensation plan | 0 | ||||||||||
Cost incurred to issue shares for Ingersoll Rand Industrial acquisition | 0 | ||||||||||
Issuance of common stock for stock-based compensation plans | $ 0.1 | 24.7 | |||||||||
Issuance of common stock for stock-based compensation plans (in shares) | 4.6 | ||||||||||
Issuance of treasury stock for stock-based compensation plans | (25.2) | 32.7 | |||||||||
Stock-based compensation | 5.7 | ||||||||||
Net (loss) income attributable to Ingersoll Rand Inc. | 92.1 | 0 | $ 92.1 | ||||||||
Foreign currency translation adjustments, net | (6.5) | 0 | (6.5) | ||||||||
Unrecognized gains on cash flow hedges, net | 1.4 | 1.4 | |||||||||
Pension and other postretirement prior service cost and gain or loss, net | 1.4 | 1.4 | |||||||||
Noncontrolling interest from acquisition of Ingersoll Rand Industrial | 0 | 0 | |||||||||
Adjustments for shares tendered in open offer (Note 1) | 0 | ||||||||||
Balance at end of period at Jun. 30, 2019 | $ 2.1 | 2,287.9 | (208.4) | (258.9) | (37.4) | $ 1,785.3 | 0 | 1,785.3 | |||
Balance at end of period (ASU 2018-02 [Member]) at Jun. 30, 2019 | $ 8.2 | (8.2) | |||||||||
Balance at end of period (ASU 2016-13 [Member]) at Jun. 30, 2019 | 0 | ||||||||||
Balance at end of period (in shares) at Jun. 30, 2019 | 205.7 | ||||||||||
Balance at beginning of period at Mar. 31, 2019 | $ 2 | 2,289.3 | (253.3) | (253.2) | (47) | 0 | |||||
Balance at beginning of period (in shares) at Mar. 31, 2019 | 203.3 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Purchases of treasury stock | (8.6) | ||||||||||
Issuance of common stock for stock-based compensation plans | $ 0.1 | 11.8 | |||||||||
Issuance of common stock for stock-based compensation plans (in shares) | 2.4 | ||||||||||
Issuance of treasury stock for stock-based compensation plans | (16) | 18.2 | |||||||||
Stock-based compensation | 2.8 | ||||||||||
Net (loss) income attributable to Ingersoll Rand Inc. | 44.9 | 0 | 44.9 | ||||||||
Foreign currency translation adjustments, net | (6.4) | 0 | (6.4) | ||||||||
Unrecognized gains on cash flow hedges, net | (0.5) | (0.5) | |||||||||
Pension and other postretirement prior service cost and gain or loss, net | 1.2 | 1.2 | |||||||||
Noncontrolling interest from acquisition of Ingersoll Rand Industrial | 0 | ||||||||||
Adjustments for shares tendered in open offer (Note 1) | 0 | ||||||||||
Balance at end of period at Jun. 30, 2019 | $ 2.1 | 2,287.9 | (208.4) | (258.9) | (37.4) | 1,785.3 | 0 | 1,785.3 | |||
Balance at end of period (ASU 2018-02 [Member]) at Jun. 30, 2019 | 8.2 | (8.2) | |||||||||
Balance at end of period (ASU 2016-13 [Member]) at Jun. 30, 2019 | 0 | ||||||||||
Balance at end of period (in shares) at Jun. 30, 2019 | 205.7 | ||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 2.1 | 2,302 | (141.4) | (256) | (36.8) | 0 | 1,869.9 | ||||
Balance at beginning of period (ASU 2016-13 [Member]) at Dec. 31, 2019 | 1 | ||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 206.8 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Purchases of treasury stock | (1.3) | ||||||||||
Shares issued to acquire Ingersoll Rand Industrial | $ 2.1 | 6,917.4 | |||||||||
Shares issued to acquire Ingersoll Rand Industrial (in shares) | 211 | ||||||||||
Fair value attributable to pre-merger service for replacement equity awards | 8.6 | ||||||||||
Fair value attributable to pre-merger service for deferred compensation plan | 8.9 | ||||||||||
Cost incurred to issue shares for Ingersoll Rand Industrial acquisition | (1) | ||||||||||
Issuance of common stock for stock-based compensation plans | $ 0 | 5.9 | |||||||||
Issuance of common stock for stock-based compensation plans (in shares) | 0.8 | ||||||||||
Issuance of treasury stock for stock-based compensation plans | (1.5) | 2.3 | |||||||||
Stock-based compensation | 16.2 | ||||||||||
Net (loss) income attributable to Ingersoll Rand Inc. | (214.4) | 1 | (214.4) | ||||||||
Foreign currency translation adjustments, net | (47.3) | (4.4) | (47.3) | ||||||||
Unrecognized gains on cash flow hedges, net | 6.7 | 6.7 | |||||||||
Pension and other postretirement prior service cost and gain or loss, net | 3.4 | 3.4 | |||||||||
Noncontrolling interest from acquisition of Ingersoll Rand Industrial | 72.3 | 1 | |||||||||
Adjustments for shares tendered in open offer (Note 1) | (2) | ||||||||||
Balance at end of period at Jun. 30, 2020 | $ 4.2 | 9,256.5 | (356.8) | (293.2) | (35.8) | 8,574.9 | 66.9 | 8,641.8 | |||
Balance at end of period (ASU 2018-02 [Member]) at Jun. 30, 2020 | 0 | 0 | |||||||||
Balance at end of period (ASU 2016-13 [Member]) at Jun. 30, 2020 | (1) | ||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 418.6 | ||||||||||
Balance at beginning of period at Mar. 31, 2020 | $ 4.2 | 9,241.5 | (179.2) | (344.1) | (36.2) | 69.3 | |||||
Balance at beginning of period (in shares) at Mar. 31, 2020 | 418.2 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Purchases of treasury stock | (0.6) | ||||||||||
Issuance of common stock for stock-based compensation plans | $ 0 | 3.7 | |||||||||
Issuance of common stock for stock-based compensation plans (in shares) | 0.4 | ||||||||||
Issuance of treasury stock for stock-based compensation plans | (0.6) | 1 | |||||||||
Stock-based compensation | 11.9 | ||||||||||
Net (loss) income attributable to Ingersoll Rand Inc. | (177.6) | 1.1 | (177.6) | ||||||||
Foreign currency translation adjustments, net | 44.9 | (1.5) | 44.9 | ||||||||
Unrecognized gains on cash flow hedges, net | 5.5 | 5.5 | |||||||||
Pension and other postretirement prior service cost and gain or loss, net | 0.5 | 0.5 | |||||||||
Noncontrolling interest from acquisition of Ingersoll Rand Industrial | 1.1 | ||||||||||
Adjustments for shares tendered in open offer (Note 1) | (2) | ||||||||||
Balance at end of period at Jun. 30, 2020 | $ 4.2 | $ 9,256.5 | $ (356.8) | $ (293.2) | $ (35.8) | $ 8,574.9 | $ 66.9 | $ 8,641.8 | |||
Balance at end of period (ASU 2018-02 [Member]) at Jun. 30, 2020 | 0 | $ 0 | |||||||||
Balance at end of period (ASU 2016-13 [Member]) at Jun. 30, 2020 | $ (1) | ||||||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 418.6 | ||||||||||
[1] | All amounts are net of tax. Amounts in parentheses indicate debits. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows From Operating Activities: | ||
Net (Loss) income | $ (213.4) | $ 92.1 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Amortization of intangible assets | 169.8 | 62.3 |
Depreciation in cost of sales | 41.7 | 22.8 |
Depreciation in selling and administrative expenses | 5.3 | 4.8 |
Stock-based compensation expense | 16.2 | 13.6 |
Foreign currency transaction losses, net | 7.8 | 3.7 |
Deferred income taxes | 25.1 | 6.5 |
Non-cash adjustments to carrying value of LIFO inventories | 45.9 | 0 |
Other non-cash adjustments | 14.5 | (0.1) |
Changes in assets and liabilities: | ||
Receivables | 111.5 | 17.2 |
Inventories | (7.8) | (35) |
Accounts payable | 26.5 | (0.8) |
Accrued liabilities | 98.7 | (0.9) |
Other assets and liabilities, net | (26) | (56.1) |
Net cash provided by operating activities | 315.8 | 130.1 |
Cash Flows From Investing Activities: | ||
Capital expenditures | (25.4) | (24.7) |
Net cash acquired (paid) in business combinations | 41.3 | (0.5) |
Disposals of property, plant and equipment | 1.4 | 0.7 |
Net cash provided by (used in) investing activities | 17.3 | (24.5) |
Cash Flows From Financing Activities: | ||
Principal payments on long-term debt | (1,599.6) | (28.8) |
Proceeds from long-term debt | 1,980.1 | 0 |
Purchases of treasury stock | (1.3) | (17.1) |
Proceeds from stock option exercises | 6.8 | 32.1 |
Payments of contingent consideration | (0.7) | (2) |
Payments of debt issuance costs | (46.6) | (0.3) |
Payments of costs incurred to issue shares for Ingersoll Rand Industrial acquisition | (1) | 0 |
Other financing | (0.8) | 0 |
Net cash provided by (used in) financing activities | 336.9 | (16.1) |
Effect of exchange rate changes on cash and cash equivalents | (1.9) | 6.8 |
Net increase in cash and cash equivalents | 668.1 | 96.3 |
Cash and cash equivalents, beginning of period | 505.5 | 221.2 |
Cash and cash equivalents, end of period | 1,173.6 | 317.5 |
Supplemental Cash Flow Information | ||
Cash paid for income taxes | 30.5 | 31.5 |
Cash paid for interest | 54.2 | 42.5 |
Leased assets obtained in exchange for new operating lease liabilities | 16.9 | 3 |
Capital expenditures in accounts payable | $ 3.1 | $ 3.8 |
Basis of Presentation and Recen
Basis of Presentation and Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Basis of Presentation and Recent Accounting Pronouncements [Abstract] | |
Basis of Presentation and Recent Accounting Pronouncements | Note 1. Basis of Presentation and Recent Accounting Pronouncements Basis of Presentation On February 29, 2020 Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) completed the acquisition of the Ingersoll Rand Industrial business (“Ingersoll Rand Industrial”) by way of merger and changed its name from Gardner Denver Holdings, Inc. to Ingersoll Rand Inc. The condensed consolidated financial statements as of and for the six month period ended June 30, 2020 include the financial results of Ingersoll Rand Industrial from the date of acquisition. Ingersoll Rand Inc. is a diversified, global manufacturer of highly engineered, application-critical flow control products and provider of related aftermarket parts and services. 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, 2019 The results of operations for the interim periods ended June 30, 2020 is not necessarily indicative of the results to be expected for the full year. The ongoing novel Coronavirus (“COVID-19”) pandemic is a rapidly evolving situation around the globe that has negatively impacted and could continue to negatively 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, which are highly uncertain and cannot be predicted with confidence, such as the ultimate extent of the spread of the disease and the duration of the outbreak and business closures or business disruptions for the Company, suppliers and customers. Immediately prior to the acquisition of Ingersoll Rand Industrial, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) owned shares of common stock of the Company or approximately , of the total outstanding common stock of the Company. As of June 30, 2020 KKR owns shares of common stock of the Company or approximately of the total outstanding common stock of the Company. The classification of stock-based compensation expense (including related employer tax cost) reported for the three and six month periods ended June 30, 2019 was corrected. As a result, previously reported “Other operating expense, net” was decreased and “Selling and administrative expenses” was increased by for the three month period ended June 30, 2019 and by for the six month period ended June 30, 2019 Noncontrolling interests The Company has a controlling interest of approximately 74% in Ingersoll-Rand India Limited (“IR India Limited”). The remaining shares are owned by unaffiliated shareholders and traded on India stock exchanges regulated by Securities and Exchange Board of India (“SEBI”). The Company’s acquisition of Ingersoll Rand Industrial resulted in an indirect change in control of IR India Limited as defined by SEBI Substantial Acquisition of Shares and Takeovers (SAST) regulations. As a result, the Company was required to pursue either a tender offer for a certain number of noncontrolling shares or a voluntary delisting of the entity from India stock exchanges. On June 22, 2020 the Company initiated a tender offer to purchase up to of outstanding shares of Ingersoll-Rand India Limited from eligible noncontrolling shareholders. The offer price was determined in accordance with SEBI (SAST) regulations as the average market price of shares of IR India Limited on India stock exchanges for a period of preceding the announcement of the Ingersoll Rand Industrial merger transaction, adjusted for imputed interest for the period of time between announcement of the merger and announcement of the tender offer. The Company determined this offer is a freestanding financial instrument and not a contractual redemption right embedded in the related equity securities. In accordance with ASC 480 Distinguishing Liabilities from Equity, a liability is recognized at fair value for a conditional obligation to purchase an undetermined number of shares for a price other than fair value. The liability as of June 30, 2020 was not material to the financial statements. The noncontrolling interest remained classified and measured in accordance with ASC 810 Consolidation with the carrying value presented in permanent equity. As of June 30, 2020 noncontrolling shareholders with aggregate holdings of of outstanding shares submitted acceptance of the tender offer. The expected aggregate offer price for these shares of was recognized as a current liability and presented within Accrued liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2020 The tender offer expired on July 3, 2020 See Note 19 “Subsequent Events” for further details on the results of the tender offer. Recently Adopted Accounting Standard Updates (“ASU”) In August 2018 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15 Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40 ) ; Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The amendments in this update require implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the noncancelable term of the cloud computing arrangement plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The Company adopted this guidance prospectively on January 1, 2020 The adoption did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018 the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820 ) : Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement . The amendments in this update eliminate, add and modify certain disclosure requirements for fair value measurements as part of its disclosure framework project. The Company adopted this guidance on January 1, 2020 The adoption did not have a material impact on the Company’s condensed consolidated financial statements. In June 2016 the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326 ) : Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which added an impairment model that is based on expected losses rather than incurred losses and is called the Current Expected Credit Losses (“CECL”) model. This impairment model is applicable to loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables as well as any other financial asset with the contractual right to receive cash. Under the new model, an allowance equal to the estimate of lifetime expected credit losses is recognized which will result in more timely loss recognition. The guidance is intended to reduce complexity by decreasing the number of credit impairment models. The Company adopted this guidance on January 1, 2020 using a modified retrospective transition method. The Company recorded a cumulative-effect adjustment on the adoption date increasing “Accumulated deficit” in the Condensed Consolidated Balance Sheets by and decreasing “Accounts receivable, net of allowance for doubtful accounts” in the Condensed Consolidated Balance Sheets by . Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-14, Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans . The amendments in this update eliminate, add and modify certain disclosure requirements for defined benefit pension plans. The guidance is effective for public companies beginning with its annual report for fiscal year 2020. This ASU will have an immaterial impact on the Company’s condensed consolidated financial statements |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Note 2. Business Combinations Ingersoll Rand Industrial Acquisition On February 29, 2020, Ingersoll Rand completed the acquisition of Ingersoll Rand Industrial for the total estimated purchase consideration of approximately $6,937.0 million which represents Ingersoll Rand common stock with a fair value of $6,919.5 million and the balance equal to the fair value attributable to pre-acquisition service for replacement equity awards and deferred compensation arrangements settled in shares (or valued by reference to shares) of Ingersoll Rand common stock. Ingersoll Rand Industrial is a global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services. Ingersoll Rand acquired Ingersoll Rand Industrial to extend and enhance its portfolio of products to address market opportunities in the compressor, blower, pump and other industrial product markets. Immediately prior to the merger, Trane Technologies plc (formerly known as Ingersoll-Rand plc) (“Old IR” or “Trane Technologies”) completed a spin-off in which it distributed share of common stock of Ingersoll-Rand Industrial US. Holdco, Inc. (“SpinCo”), par value $ per share, for each share of Old IR, outstanding as of the record date for the spin-off on February 24, 2020. In accordance with the merger agreement by and among Ingersoll Rand, Old IR, SpinCo and Charm Merger Sub Inc, a wholly owned subsidiary of Ingersoll Rand (“Merger Sub”), Merger Sub merged with and into SpinCo (the “acquisition”) and each share of common stock of SpinCo, par value $0.01 per share (“SpinCo common stock”), issued and outstanding immediately prior to the acquisition was converted into the right to receive shares of common stock of Ingersoll Rand, par value $ per share (“Ingersoll Rand common stock”). Immediately after the consummation of the acquisition, approximately of the outstanding shares of Ingersoll Rand common stock on a fully-diluted basis was held by SpinCo stockholders and approximately of the outstanding shares of the Company common stock on a fully-diluted basis was held by pre-acquisition Ingersoll Rand stockholders. Since Ingersoll Rand (formerly named Gardner Denver Holdings, Inc.) is the accounting acquirer, the fair value of the equity issued by Ingersoll Rand to SpinCo stockholders in the acquisition was determined by reference to the market price of Ingersoll Rand common stock. Accordingly, the purchase consideration below reflects the estimated fair value of the Ingersoll Rand shares issued in exchange for shares of SpinCo common stock in the acquisition, which is based on the final closing price of shares of Ingersoll Rand common stock prior to the effective time of the acquisition on February 28, 2020 of $ per share. The Company has incurred approximately $ million in total acquisition-related costs, including million and $ million in the three and six month periods ended June 30, 2020, respectively, and in the and month periods ended June presented within “Other operating expenses, net” in the Condensed Consolidated Statements of Operations. In addition, the Company incurred $ million in registration fees to issue shares for the acquisition of Ingersoll Rand Industrial. The $ million reduced “Capital in excess of par value” of the Condensed Consolidated Balance Sheets. Preliminary Purchase Price Allocation In accordance with the FASB’s ASC 805 Business Combinations Ingersoll Rand Industrial’s assets and liabilities were measured at estimated fair values at February 29, 2020, primarily using Level 3 inputs except for debt, which was measured using Level 2 inputs and noncontrolling interests, which was measured using Level 1 inputs. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including royalty rates and customer attrition rates, market comparables and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates. The following table summarizes the preliminary allocation of purchase price to the identifiable assets acquired and liabilities assumed by Ingersoll Rand, with the excess of purchase price over the fair value of Ingersoll Rand Industrial’s net assets recorded as goodwill. Due to the timing and the magnitude of the transaction and the multi-jurisdictional nature of the net assets acquired, initial accounting for the acquisition is not complete and further measurement period adjustments are expected in fiscal year 2020. The Company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available, including the refinement of market participant assumptions and finalization of tax returns in the pre-acquisition period. The Company will reflect measurement period adjustments in the period in which the adjustments are determined. The aggregate purchase consideration has been preliminarily allocated as follows. Purchase Price Estimated fair value, as previously reported Measurement period adjustments(4) Estimated fair value, as adjusted Fair value of Ingersoll Rand common stock issued for Ingersoll Rand Industrial outstanding common stock (1) $ 6,919.5 $ — $ 6,919.5 Fair value attributable to pre-merger service for replacement equity awards (2) 8.6 — 8.6 Fair value attributable to pre-merger service for deferred compensation plan (3) 8.9 — 8.9 Total purchase consideration $ 6,937.0 $ — $ 6,937.0 Purchase Price Allocation Cash $ 41.3 $ — $ 41.3 Accounts receivable 579.9 14.8 594.7 Inventories 576.2 62.2 638.4 Other current assets 136.9 (21.2 ) 115.7 Property, plant and equipment 520.0 17.1 537.1 Goodwill 4,278.2 505.9 4,784.1 Intangible assets 4,501.3 (740.6 ) 3,760.7 Other noncurrent assets 269.8 (8.0 ) 261.8 Total current liabilities, including current maturities of long-term debt of $19.0 million (830.6 ) 48.5 (782.1 ) Deferred tax liability (900.6 ) 111.4 (789.2 ) Long-term debt, net of debt issuance costs and an original issue discount (1,851.7 ) — (1,851.7 ) Other noncurrent liabilities (310.4 ) 9.9 (300.5 ) Noncontrolling interest (73.3 ) — (73.3 ) $ 6,937.0 $ — $ 6,937.0 (1) Represents the fair value of 211,023,522 shares of the Company’s common stock issued for Ingersoll Rand Industrial outstanding common stock multiplied by $32.79, the price per share of common stock as of the closing price on February 28, 2020. (2) Represents the fair value of the replacement equity awards to the extent those related to services provided by the employee of Ingersoll Rand Industrial prior to closing. See Note 9 “Stock-Based Compensation Plan” for additional information about the replacement equity awards. (3) Represents the fair value of the deferred compensation plan to be settled in equity. See Note 7 “Benefit Plans” for additional information about the deferred compensation plan. (4) The measurement period adjustments were to refine fair value measurements of intangible assets and carrying amounts of certain assets and liabilities, as well as adjustments to related deferred tax liabilities. Certain amounts in the Condensed Consolidated Statement of Operations for the three months ended June 30, 2020 would have been different if the measurement period adjustments made in the current period were made as of the acquisition date. The effects on net income (loss) for the three months ended June 30, 2020 are as follows: (Increase) decrease in current period net loss Revenues $ 0.8 Cost of sales (13.7 ) Amortization of intangible assets 2.4 ( Loss) Income Before Income Taxes (10.5 ) (Benefit) provision for income taxes 6.5 Net (Loss) Income $ (4.0 ) Summary of Significant Fair Value Methods The methods used to determine the preliminary fair value of significant identifiable assets and liabilities included in the preliminary allocation of purchase price are discussed below. The final fair value determination may differ from this preliminary determination. Inventories Acquired inventory is comprised of finished goods, work in process and raw materials. The preliminary fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort. The preliminary fair value of work in process inventory was primarily calculated as the estimated selling price, adjusted for estimated costs to complete the manufacturing, estimated costs of the selling effort, as well as a reasonable profit margin on the remaining manufacturing and selling effort. The preliminary fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value. The preliminary fair value step-up of inventory of $116.2 million is comprised of step-up of inventory measured on a First in First Out (“FIFO”) basis of $70.3 million and inventories measured on a Last In First Out (“LIFO”) basis of $45.9 million. Inventory measured on a FIFO basis is amortized to “Cost of sales” in the condensed consolidated financial statements as the inventory is sold, which is expected to be a period of four months from the acquisition date. For inventories measured on a LIFO basis, the acquired inventory becomes the LIFO base layer inventory and subsequently evaluated for lower-of-cost-or-market adjustments, as necessary. Property, Plant and Equipment The preliminary fair value of property, plant and equipment was primarily calculated using replacement costs adjusted for the age and condition of the asset, with the exception of real property which was calculated using the market approach, and is summarized below. Land $ 59.4 Buildings 176.3 Machinery and equipment 256.9 Office furniture and equipment 13.4 Other 1.0 Construction in progress 30.1 Preliminary fair value of property, plant and equipment $ 537.1 Identifiable Intangible Assets The estimated preliminary fair value and weighted average useful life of the Ingersoll Rand Industrial identifiable intangible assets are as follows. Fair Value Weighted average useful life (years) Tradenames (1) $ 1,312.0 Indefinite Developed technology (2) 236.0 7 Customer relationships (3) 2,096.0 13 Backlog (4) 80.3 <1 Other (5) 36.4 3 Preliminary fair value of identfiable intangible assets $ 3,760.7 (1) Tradenames were identified from brands of Ingersoll Rand Industrial. The preliminary fair value of tradenames were determined using a relief from royalty methodology which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset. The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted average cost of capital and weighted average return on assets. Tradenames are expected to have an indefinite useful life. (2) Developed technology was identified from the products of Ingersoll Rand Industrial. Preliminary fair values were determined using a relief from royalty methodology with similar methodology and assumptions as described in the tradename description above. The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period. (3) Customer relationships represent the preliminary fair value of existing relationships with the Ingersoll Rand Industrial customers. Its preliminary fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. The valuation includes a valuation of the assembled workforce, using the Cost Approach, for purposes of calculating contributory asset charges to be used in the Multi-Period Excess Earning Method valuations. The economic useful life was determined based on historical customer attrition rates. (4) Backlog primarily relates to the dollar value of purchase arrangements with customers, effective, as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty. Ingersoll Rand Industrial’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within three (5) Other intangible assets is primarily comprised of software. The Company believes that the amounts of purchased intangible assets recorded represent the preliminary fair values of and approximates the amounts a market participant would pay for these intangible assets as of the acquisition date. Leases, including lease liabilities and right-of-use (“ROU”) assets Lease liabilities, included in “Accrued liabilities” and “Other non-current liabilities” in the Condensed Consolidated Balance Sheets, at the acquisition date, are measured at the present value of the future minimum lease payments over the remaining lease term and the incremental borrowing rate of Ingersoll Rand as if the acquired leases were new leases as of the acquisition date. ROU assets included in “Other assets” in the Condensed Consolidated Balance Sheets as of the acquisition date, are equal to the amount of the lease liability at the acquisition date adjusted for any off-market terms of the lease. The remaining lease term is based on the remaining term at the acquisition date plus any renewal or extension options that the Company is reasonably certain will be exercised. Pension and Other Postretirement Liabilities Ingersoll Rand recognized a pretax net liability representing the net funded status of Ingersoll Rand Industrial’s defined-benefit pension and other postretirement benefit (“OPEB”) plans. See Note 7 “Benefit Plans” for further information on the pension and OPEB arrangements. Long-Term Debt Ingersoll Rand Services Company incurred $ million of indebtedness under the Credit Agreement dated as of February 28, 2020 among Ingersoll Rand Services Company, as borrower, Citibank, N.A. as administrative agent and collateral agent and the lenders party thereto (the “Senior Secured Credit Facility”) prior to the closing of the acquisition, and the indebtedness under the Senior Secured Credit Facility will mature (or, if such date is not a business day the first business day thereafter). Ingersoll Rand incurred a total of $ million debt issuance costs associated with the $ million loan under the Senior Secured Credit Facility. The fair value for long term debt is determined based on the total indebtedness less debt issuance costs as the debt consummated at the time of closing of the acquisition. Deferred Income Tax Assets and Liabilities The acquisition was structured as a merger and therefore, the Company assumed the historical tax basis of Ingersoll Rand Industrial’s assets and liabilities. The deferred income tax assets and liabilities include the expected future federal, state and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating deferred income taxes generally represent the enacted statutory tax rates at the effective date of the acquisition in the jurisdictions in which legal title of the underlying asset or liability resides. See Note 13 “Income Taxes” for further information related to income taxes. Noncontrolling Interests Ingersoll Rand Industrial has a controlling interest of approximately 74% in Ingersoll-Rand India Limited. The remaining shares are owned by unaffiliated shareholders and traded on India stock exchanges, representing a noncontrolling interest. Ingersoll Rand’s preliminary fair value of noncontrolling interest is based on market quote of Indian Rupee 639.2 per share, available on the last trading day on February 28, 2020 prior to the closing date of the acquisition. Considering noncontrolling shares of 8.2 million, the preliminary fair value of noncontrolling interest is $73.3 million. Other Assets Acquired and Liabilities Assumed (excluding Goodwill) The Company utilized the carrying values, net of allowances, to value accounts receivable and accounts payable as well as other current assets and liabilities as it was determined that carrying values represented the fair value of those items at the acquisition date. Goodwill The excess of the consideration for the acquisition over the preliminary fair value of net assets acquired was recorded as goodwill. The estimated goodwill recognized is attributable primarily to expected synergies and expanded market opportunities from combining the Company’s operations with those of Ingersoll Rand Industrial. The goodwill created in the acquisition is not expected to be deductible for tax purposes and is subject to material revision as the purchase price allocation is completed. Goodwill arising from the acquisition has been allocated to the Industrial Technologies and Services, High Pressure Solutions, Precision and Science Technologies and Specialty Vehicle Technologies reporting segments. See Note 5 “Goodwill and Other Intangible Assets” for the allocation of goodwill to segments. Results of Ingersoll Rand Industrial Subsequent to the Acquisition The operating results of Ingersoll Rand Industrial have been included in the Company’s condensed consolidated financial statements from the date of acquisition through June 30, 2020. The Company’s condensed consolidated statements of operations for the three and six month periods ended June 30, 2020 included revenues of $826.5 million and $1,119.9 million, respectively, and a net loss of $36.4 million and $69.7 million, respectively, which includes the effects of purchase accounting adjustments, primarily the amortization of intangible assets and the impacts on operating expenses of fair value adjustments to acquired inventory and property, plant and equipment. Unaudited Pro Forma Information The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Ingersoll Rand Industrial as if the acquisition had been completed on January 1, 2019. The pro forma results have been prepared for comparative purposes only, and do not necessarily represent what the revenue or results of operations would have been had the acquisition been completed on January 1, 2019. In addition, these results are not intended to be a projection of future operating results and do not reflect synergies that might be achieved. The unaudited pro forma information includes adjustments for the preliminary purchase price accounting impact (including, but not limited to, amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to stock-based compensation expense, the purchase accounting effect on inventory acquired, the purchase accounting effect on deferred revenue, interest expense and amortization of debt issuance costs related to the fair value adjustment to long-term debt, transaction costs and related tax impacts) and the alignment of accounting policies. The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the three month periods ended June 30, 2020 and 2019 that are directly attributable to the acquisition. For the Three Month Period Ended June 30, 2020 2019 Increase (decrease) to revenue as a result of deferred revenue fair value adjustment, net of tax $ 5.6 $ (6.6 ) (Decrease) increase to expense as a result of inventory fair value adjustment, net of tax (58.5 ) 14.8 (Decrease) to expense as a result of transaction costs, net of tax — (14.6 ) The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the six months ended June 30, 2020 and 2019 that are directly attributable to the acquisition. For the Six Month Period Ended June 30, 2020 2019 Increase (decrease) to revenue as a result of deferred revenue fair value adjustment, net of tax $ 5.5 $ (8.3 ) (Decrease) increase to expense as a result of inventory fair value adjustment, net of tax (89.6 ) 89.6 (Decrease) increase to expense as a result of transaction costs, net of tax (38.1 ) 64.0 The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the Company’s condensed consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2019 or of the results of the Company’s future results of operations of the combined businesses. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 Revenues $ 1,271.6 $ 1,589.6 $ 2,541.3 $ 3,089.6 Net Income (Loss) 7.0 44.2 6.8 (68.4 ) Transactions with Trane Technologies Certain agreements have been entered into between Ingersoll Rand and Trane Technologies plc, including, among others, an Employee Matters Agreement, a Real Estate Matters Agreement, a Tax Matters Agreement, an Intellectual Property Matters Agreement and a Transition Services Agreement each dated February 29, 2020. The Transition Services Agreement has a term of twenty four |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring [Abstract] | |
Restructuring | Note 3. Restructuring Restructuring Program to Subsequent to the acquisition of Ingersoll Rand Industrial, the Company announced a restructuring program (“2020 Plan”) to drive efficiencies and synergies, reduce the number of facilities and optimize operating margin within the merged Company. The Company expects to incur total expenses of approximately $350.0 million related to workforce reductions, lease termination costs, other facility rationalization costs and other business related transformation costs from 2020 until 2022. The Company expects to realize approximately $250.0 million in annualized cost synergies by the end of 2022. The Company continues to evaluate operating efficiencies and anticipates incurring additional costs in the coming years in connection with these activities, but is unable to estimate those amounts at this time as such plans are not yet finalized. Through June was charged to expense through “Other operating expense, net” in the Condensed Consolidated Statements of Operations ( for Industrial Technologies and Services, for Precision and Science Technologies, for High Pressure Solutions, for Specialty Vehicle Technologies and for Corporate). The following table summarizes the activity associated with the Company’s restructuring programs for the six month period ended June 30, 2020. Total Balance as of December 31, 2019 $ 5.0 Charged to expense - termination benefits 66.7 Charged to expense - other 5.5 Payments (46.1 ) Currency translation adjustment and other (1.7 ) Balance as of June 30, 2020 $ 29.4 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2020 | |
Inventories [Abstract] | |
Inventories | Note 4. Inventories Inventories as of June 30, 2020 and December 31, 2019 consisted of the following. June 30, 2020 December 31, 2019 Raw materials, including parts and subassemblies $ 654.2 $ 370.5 Work-in-process 86.7 47.6 Finished goods 272.5 71.4 1,013.4 489.5 Excess of LIFO costs over FIFO costs 13.0 13.0 Inventories $ 1,026.4 $ 502.5 Approximately of the increase in inventories from December to June is related to the acquisition of Ingersoll Rand Industrial. In the month period ended June the Company recorded non-cash adjustments of to reduce the carrying value of inventories acquired in the merger with Ingersoll Rand Industrial accounted for under the LIFO liquidation method. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | Note 5. Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill attributable to each reportable segment for the month period ended June is presented in the table below. Industrial Technologies and Services Precision and Science Technologies High Pressure Solutions Specialty Vehicle Technologies Total Balance as of December 31, 2019 $ 865.4 $ 227.5 $ 194.8 $ — $ 1,287.7 Acquisition 3,136.0 1,112.3 — 535.8 4,784.1 Foreign currency translation and other (15.7 ) (0.9 ) — (0.1 ) (16.7 ) Balance as of June 30, 2020 $ 3,985.7 $ 1,338.9 $ 194.8 $ 535.7 $ 6,055.1 Other intangible assets as of June and December consisted of the following. June 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets Customer lists and relationships $ 3,325.8 $ (783.0 ) $ 1,238.7 $ (673.9 ) Technology 268.6 (19.0 ) 30.2 (6.0 ) Trademarks 39.9 (13.4 ) 40.4 (11.9 ) Backlog 146.5 (98.2 ) - - Other 101.8 (50.6 ) 64.0 (40.8 ) Unamortized intangible assets Trademarks 1,930.3 — 614.3 — Total other intangible assets $ 5,812.9 $ (964.2 ) $ 1,987.6 $ (732.6 ) Amortization of intangible assets is anticipated to be approximately in and to from through based upon the exchange rates as of June As of June goodwill included of accumulated impairment losses within the High Pressure Solutions segment and of accumulated impairment losses within the Industrial Technologies and Services segment. Due to the ongoing impacts of COVID- and geopolitical events on the upstream energy market, the Company determined that indicators of impairment existed for goodwill and an indefinite-lived tradename of a reporting unit within the High Pressure Solutions segment. As of June quantitative impairment tests were performed and the calculated fair values of the reporting unit and tradename were found to be in excess of the respective carrying values, and therefore no impairments were recorded. As of June there was no indication that the carrying value of goodwill and other intangible assets associated with the Company’s other reporting units may not be recoverable. However, a prolonged adverse impact of the COVID- pandemic on the Company’s consolidated financial results may require an impairment charge related to or more of these assets in a future period. There were goodwill impairment charges recorded during the month periods ended June and |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 6. Accrued Liabilities Accrued liabilities as of June 30, 2020 and December 31, 2019 consisted of the following. June 30, 2020 December 31, 2019 Salaries, wages and related fringe benefits $ 160.9 $ 60.7 Contract liabilities 159.9 51.7 Product warranty 53.9 22.7 Operating lease liabilities 39.4 17.1 Restructuring 29.4 5.0 Taxes 167.0 22.5 Other 144.4 64.4 Total accrued liabilities $ 754.9 $ 244.1 A reconciliation of the changes in the accrued product warranty liability for the three and six month periods ended June 30, 2020 and 2019 are as follows. For the three month period ended June 30, For the six month period ended June 30, 2020 2019 2020 2019 Balance at beginning of period $ 53.0 $ 21.8 $ 22.7 $ 23.9 Product warranty accruals 2.7 7.8 10.8 14.6 Acquired warranty — — 31.3 — Settlements (2.2 ) (6.3 ) (10.8 ) (15.1 ) Charged to other accounts (1) 0.4 0.1 (0.1 ) — Balance at end of period $ 53.9 $ 23.4 $ 53.9 $ 23.4 (1) Primarily the effects of foreign currency translation adjustments for the Company’s subsidiaries with functional currencies other than the USD. |
Benefit Plans
Benefit Plans | 6 Months Ended |
Jun. 30, 2020 | |
Benefit Plans [Abstract] | |
Benefit Plans | Note 7. Benefit Plans Acquisition of Ingersoll Rand Industrial Defined Contribution Plans In connection with the acquisition of Ingersoll Rand Industrial, the Company acquired certain defined contribution plans. Most of the Ingersoll Rand Industrial employees in the U.S. are covered by a defined contribution plan. Employer contributions are determined based on criteria specific to the individual. Pension and Other Postretirement Benefit Plans The Company acquired a number of pension and postretirement plans worldwide. As of the date of acquisition of Ingersoll Rand Industrial, the Company recognized the funded status of the acquired defined benefit pension plans. The funded status is the difference between the fair value of the plan assets and the projected benefit obligation. Certain Company employees participate in various other postretirement benefit plans that are sponsored by Ingersoll Rand and cover certain U.S. and non – U.S. employees. The other postretirement benefit plans are unfunded. The Company funds the other postretirement plans on a pay-as-you-go basis in the form of direct benefit payments. Other postretirement benefits are contributory with contributions adjusted for annually. Life insurance plans for retirees are primarily noncontributory. Deferred Compensation Plans The Company acquired deferred compensation plans which allow certain key employees to defer a portion of their eligible compensation into a number of investment choices, including the Company’s common stock equivalents. Except with respect to the Supplemental Employee Savings Plan I and II, which plans settle all investments in cash, any amounts invested in common stock are settled in shares of Ingersoll Rand common stock at the time of distribution. All other investments are settled in cash. The portion of the acquired deferred compensation to be settled in shares is accounted for in the consideration transferred. 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 and month periods ended June and Pension Benefits Other Postretirement U.S. Plans Non-U.S. Plans Benefits For the Three Month Period Ended June 30, 2020 For the Six Month Period Ended June 30, 2020 For the Three Month Period Ended June 30, 2020 For the Six Month Period Ended June 30, 2020 For the Three Month Period Ended June 30, 2020 For the Six Month Period Ended June 30, 2020 Service cost $ 1.7 $ 2.3 $ 1.2 $ 1.9 $ — $ — Interest cost 2.8 4.0 1.5 3.0 0.2 0.3 Expected return on plan assets (3.9 ) (5.5 ) (2.7 ) (5.4 ) — — Recognition of: Unrecognized prior service cost — — 0.1 0.1 — — Unrecognized net actuarial loss — — 0.7 1.4 — — $ 0.6 $ 0.8 $ 0.8 $ 1.0 $ 0.2 $ 0.3 Pension Benefits Other Postretirement U.S. Plans Non-U.S. Plans Benefits For the Three Month Period Ended June 30, 2019 For the Six Month Period Ended June 30, 2019 For the Three Month Period Ended June 30, 2019 For the Six Month Period Ended June 30, 2019 For the Three Month Period Ended June 30, 2019 For the Six Month Period Ended June 30, 2019 Service cost $ — $ — $ 0.4 $ 0.8 $ — $ — Interest cost 0.6 1.1 1.9 3.9 0.1 0.1 Expected return on plan assets (0.6 ) (1.1 ) (2.6 ) (5.2 ) — — Recognition of: Unrecognized prior service cost — — 0.1 0.1 — — Unrecognized net actuarial loss — 0.1 0.5 1.0 — — $ — $ 0.1 $ 0.3 $ 0.6 $ 0.1 $ 0.1 The components of net periodic benefit cost other than the service cost component are included in “Other income, net” in the Condensed Consolidated Statements of Operations. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt [Abstract] | |
Debt | Note 8. Debt Debt as of June 30, 2020 and December 31, 2019 is summarized as follows. June 30, 2020 December 31, 2019 Short-term borrowings $ — $ — Long-term debt: Revolving credit facility, due 2024 $ — $ — Receivables financing agreement, due 2020 — — Dollar Term Loan, due 2024 (1) — 927.6 Euro Term Loan, due 2024 (2) — 673.9 Dollar Term Loan B, due 2027 (3) 1,893.0 — Dollar Term Loan, due 2027 (4) 924.2 — Euro Term Loan, due 2027 (5) 672.7 — Dollar Term Loan Series A, due 2027 (6) 394.0 — Finance leases and other long-term debt 17.6 18.0 Unamortized debt issuance costs (45.0 ) (8.1 ) Total long-term debt, net, including current maturities 3,856.5 1,611.4 Current maturities of long-term debt 39.8 7.6 Total long-term debt, net $ 3,816.7 $ 1,603.8 (1) The weighted-average interest rate was 4.47% for the period from January 1, 2020 through February 27, 2020. (2) The weighted-average interest rate was 3.00% for the period from January 1, 2020 through February 27, 2020. (3) As of June 30, 2020, this amount is presented net of unamortized discounts of $2.3 million. As of June 30, 2020, the applicable interest rate was 1.93% and the weighted-average interest rate was 2.54% for the six month period ended June 30, 2020. (4) As of June 30, 2020, this amount is presented net of unamortized discounts of $1.1 million. As of June 30, 2020, the applicable interest rate was 1.93% and the weighted average interest rate was 3.16% for the six month period ended June 30, 2020. (5) As of June 30, 2020, this amount is presented net of unamortized discounts of $0.8 million. As of June 30, 2020, the applicable interest rate was 2.00% and the weighted average interest rate was 2.32% for the six month period ended June 30, 2020. (6) As of June 30, 2020, this amount is presented net of unamortized discounts of $ 6.0 million . As of June 30, 2020, the applicable interest rate was 2.93% and the weighted average interest rate was 2.93% for the period from June 29, 2020 through June 30, 2020. Senior Secured Credit Facilities The Company entered into a Senior Secured Credit Agreement (“Credit Agreement”) with UBS AG, Stamford Branch, as administrative agent, and other agents, lenders and parties thereto (the debt facilities under the Credit Agreement, the “Senior Secured Credit Facilities”) on July 30, 2013. The Company entered into Amendment No. 1 to the Credit Agreement with UBS AG, Stamford Branch, as administrative agent, and the lenders and other parties thereto on March 4, 2016 (“Amendment No. 1”), Amendment No. 2 on August 17, 2017 (“Amendment No. 2”) and Amendment No. 3 on December 13, 2018 (“Amendment No. 3”). Amendment No. 4 to the Credit Agreement, among other modifications, replaced UBS AG, as resigning agent, with Citibank, N.A. as successor agent, on June 28, 2019 (“Amendment No. 4”). The Senior Secured Credit Facilities provided senior secured financing consisting of (i) a senior secured term loan facility denominated in U.S. dollars (as refinanced and otherwise modified from time to time prior to February 28, 2020, the “Original Dollar Term Loan”), (ii) a senior secured term loan facility denominated in Euros (as refinanced and otherwise modified from time to time prior to February 28, 2020, the “Original Euro Term Loan”) and (iii) a senior secured revolving credit facility (as refinanced and otherwise modified from time to time the “Revolving Credit Facility”). The Revolving Credit Facility is available to be drawn in U.S. dollars (“USD”), Euros (“EUR”), Great British Pounds (“GBP”) and other reasonably accepted foreign currencies, subject to certain sublimits for the foreign currencies. See Note 10 “Debt” to the consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2019 for further information on the amendments to the Senior Secured Credit Facilities. On February 28, 2020, the Company entered into Amendment No. 5 to the Credit Agreement (“Amendment No. 5”). Amendment No. 5 refinanced the existing Original Dollar Term Loan and Original Euro Term Loan. The proceeds from the replacement $927.6 million Dollar Term Loan (“Dollar Term Loan”) and replacement €601.2 million Euro Term Loan (“Euro Term Loan”) were used to refinance the outstanding Original Dollar Term Loan and Original Euro Term Loan. The proceeds from the Dollar Term Loan and the Euro Term Loan were reduced by an original issue discount of $1.2 million and €0.8 million, respectively. The Euro Term Loan and Dollar Term Loan will mature on February 28, 2027 (or, if such date is not a business day, the first business day thereafter). The refinancing of the Original Dollar Term Loan and the Original Euro Term Loan resulted in the write off of unamortized debt issuance costs of $2.0 million which was recorded to “Loss on extinguishment of debt” in the Condensed Consolidated Statements of Operations. At the time of the acquisition of Ingersoll Rand Industrial, the Credit Agreement was amended to include an additional $1,900.0 million senior secured term loan (“Dollar Term Loan B”) by and among Ingersoll-Rand Services Company, as the borrower, the lenders party thereto and Citi, as the administrative agent. Further, Ingersoll-Rand Services Company, the borrower with respect to the Dollar Term Loan B, was designated as an additional borrower under the Credit Agreement. The Dollar Term Loan B and the Dollar Term Loan and the Euro Term Loan have guarantees from the same credit parties and are secured by the same collateral. The Dollar Term Loan B will mature on February 28, 2027 (or, if such date is not a business day, the first business day thereafter). The proceeds from the $1,900.0 million Dollar Term Loan B were reduced by a $2.4 million original issue discount. On the date of acquisition of Ingersoll Rand Industrial, the aggregate amount of the Revolving Credit Facility increased to $1,000.0 million and the capacity under the Revolving Credit Facility to issue letters of credit increased to $400.0 million. On June the Company entered into Amendment No. to the Credit Agreement (“Amendment No. ”). Amendment No. (i) provided for of incremental term loans (“Dollar Term Loan Series A”), reduced by an original issue discount of , and (ii) established an increase of to the Revolving Credit Facility, bringing the total sum of the Revolving Credit Facility to . No specific use of proceeds arising from Amendment No. has been identified. The proceeds are expected to be used for general business purposes, including providing incremental liquidity in the event of a prolonged adverse impact of the COVID- pandemic. As of June the aggregate amount of commitments under the Revolving Credit Facility was and the capacity under the Revolving Credit Facility to issue letters of credit was . As of June 30, 2020, the Company had outstanding borrowings under the Revolving Credit Facility, $ million of outstanding letters of credit under the Revolving Credit Facility and unused availability under the Revolving Credit Facility of $ million. Interest Rates and Fees Borrowings under the Dollar Term Loan, Dollar Term Loan B, Dollar Term Loan Series A, and Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) the greater of LIBOR for the relevant interest period or 0.00% per annum, in each case adjusted for statutory reserve requirements, plus an applicable margin or (b) a base rate (the “Base Rate”) equal to the highest of (1) the rate of interest publicly announced by the administrative agent as its prime rate in effect at its principal office, (2) the federal funds effective rate plus 0.50%, (3) LIBOR for an interest period of one month, adjusted for statutory reserve requirements, plus 1.00% and (4) 1.00%, in each case, plus an applicable margin. Borrowings under the Euro Term Loan bear interest at a rate equal to the greater of LIBOR for the relevant interest period, or 0.00% per annum, in each case adjusted for statutory reserve requirements, plus an applicable margin. The applicable margin for (i) the Dollar Term Loan is 1.75% for LIBOR loans and 0.75% for base rate loans, (ii) the Dollar Term Loan B is 1.75% for LIBOR loans and 0.75% for base rate loans, (iii) the Dollar Term Loan Series A is 2.75% for LIBOR loans and 1.75% for base rate loans, (iv) the Revolving Credit Facility is 2.00% for LIBOR loans and 1.00% for Base Rate loans and (v) the Euro Term Loan is 2.00% for LIBOR loans. In addition to payment interest on outstanding principal under the Senior Secured Credit Facilities, the Company is required to pay a commitment fee of 0.375% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The commitment fee reduces to 0.25% or 0.125% upon the achievement of a Level I or Level II status, respectively. Level I status means that the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio (as defined in the Senior Secured Credit Facilities) is less than or equal to 1.75 to 1.00. Level II status means that the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 1.50 to 1.00. The Company must also pay customary letter of credit fees. Prepayments The Senior Secured Credit Facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with (i) 50% of annual excess cash flow (as defined in the Senior Credit Facilities) commencing with the fiscal year ending December 31, 2021 (which percentage will be reduced to 25% if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00, and which prepayment will not be required if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.00 to 1.00), (ii) 100% of the net cash proceeds of non-ordinary asset sales or other dispositions of property, subject to reinvestment rights (which percentage will be reduced to 50% if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00 and which prepayment will not be required if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.00 to 1.00), and (iii) 100% of the net cash proceeds of any incurrence of debt, other than proceeds from debt permitted under the Credit Agreement. The mandatory prepayments will be applied to the scheduled installments of principal of the term loans in direct order of maturity. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, subject to certain customary conditions, including reimbursements of the lenders’ redeployment costs actually incurred in the case of a prepayment of LIBOR borrowings other than on the last day of the relevant interest period, provided that (i) any voluntary prepayment of the Dollar Term Loan, the Dollar Term Loan B or the Euro Term Loan prior to August 28, 2020, in connection with a repricing transaction shall be subject to a prepayment premium of of the principal amount so prepaid and (ii) any voluntary prepayment of Dollar Term Loan Series A prior to December in connection with a repricing transaction shall be subject to a prepayment premium of of the principal amount so prepaid. Amortization and Final Maturity The Dollar Term Loan, Dollar Term Loan B, Dollar Term Loan Series A, and Euro Term Loan amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of such term loan, with the balances payable on February 28, 2027 (or, if such date is not a business day, the first business day thereafter). Guarantee and Security All obligations of the borrowers under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company and all of its material, wholly-owned U.S. restricted subsidiaries, with customary exceptions including where providing such guarantees are not permitted by law, regulation or contract or would result in adverse tax consequences. All obligations of the borrowers under the Senior Secured Credit Facilities, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by substantially all of the assets of the borrowers and each guarantor, including but not limited to: (i) a perfected pledge of the capital stock issued by the borrowers and each subsidiary guarantor and (ii) perfected security interests in substantially all other tangible and intangible assets of the borrowers and the guarantors (subject to certain exceptions and exclusions). The obligations of the non-U.S. borrowers are secured by certain assets in jurisdictions outside of the United States. Certain Covenants and Events of Default The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to: incur additional indebtedness and guarantee indebtedness; create or incur liens; engage in mergers or consolidations; sell, transfer or otherwise dispose of assets; create limitations on subsidiary distributions; pay dividends and distributions or repurchase its own capital stock; and make investments, loans or advances, prepayments of junior financings, or other restricted payments. The Revolving Credit Facility requires that, if the sum of the aggregate principle amount of all borrowings under the Revolving Credit Facility and non-cash collateralized letters of credit outstanding under the Revolving Credit Facility (less the amount of letters of credit outstanding as of June 28, 2019) exceeds 40% of the commitments under the Revolving Credit Facility, the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio shall not exceed 6.25 to 1.00 as of the last day of the fiscal quarter. The Senior Secured Credit Facilities also contain certain customary affirmative covenants and events of default. Receivables Financing Agreement On February 27, 2020, Gardner Denver, Inc., as initial servicer, Gardner Denver Finance II LLC, as borrower, and PNC Bank, National Association as lender, LC participant, LC bank, and administrative agent, entered into the third amendment (the “Third Amendment”) to the Receivables Financing Agreement dated as of May 17, 2016. Among other changes, the Third Amendment extended the scheduled termination date of the Receivables Financing Agreement from June 30, 2020 to December 30, 2020 and amended the definition of “Change of Control” to (i) remove the requirement that certain specified equity holders maintain a minimum ownership level of the outstanding voting stock of the Company, (ii) increase the threshold at which the acquisition of ownership by a person, entity or group of other equity holders constitutes a “Change of Control” and (iii) make certain other technical changes and updates. As of June 30, 2020, the Company had no outstanding borrowings, $26.6 million of letters of credit outstanding and $39.1 million of capacity available under the Receivables Financing Agreement. |
Stock-Based Compensation Plan
Stock-Based Compensation Plan | 6 Months Ended |
Jun. 30, 2020 | |
Stock-Based Compensation Plan [Abstract] | |
Stock-Based Compensation Plan | Note 9. Stock-Based Compensation Plan The Company has outstanding stock-based compensation awards granted under the 2013 Stock Incentive Plan (“2013 Plan”) and the 2017 Omnibus Incentive Plan (“2017 Plan”) as described in Note 17, “Stock-Based Compensation Plans” to the consolidated financial statements in its annual report on Form 10-K for the year ended December 31, 2019. Acquisition of Ingersoll Rand Industrial As of the acquisition date of February 29, 2020, Ingersoll Rand Industrial unvested equity awards and a limited number of vested awards were converted into equity awards denominated in shares of the Company’s common stock based on a defined exchange ratio. Ingersoll Rand Industrial equity awards were converted into Ingersoll Rand stock options and restricted stock units. For converted restricted stock units, the fair value of the equity award is based on the market price of the common stock on the grant date. The replacement restricted stock units will generally be governed by the same terms and conditions as those applicable prior to the acquisition. The portion of fair value of the replacement awards related to services provided prior to the acquisition was accounted for as consideration transferred. The remaining portion of the fair value is associated with future service and will be recognized as compensation expense over the vesting period. For converted stock options, the exercise price per share of the converted award was equal to the exercise price per share of the stock option award immediately prior to the completion of the acquisition divided by the exchange ratio. The replacement options will generally be governed by the same terms and conditions as those applicable prior to the acquisition. The portion of fair value of the replacement awards related to services provided prior to the acquisition was accounted for as consideration transferred. The remaining portion of fair value is associated with future service and will be recognized as compensation expense over the vesting period. The fair value of stock options that the Company assumed in connection with the acquisition of Ingersoll Rand Industrial was estimated using the Black-Scholes model with the following assumptions. Converted Stock Option Awards Assumptions Expected life of options (in years) 2.0 - 3.6 Risk-free interest rate 0.9 % Assumed volatility 34.2 % Expected dividend rate 0.0 % Stock-Based Compensation For the month periods ended June and the Company recognized stock-based compensation expense of approximately and , respectively. For the month periods ended June and the Company recognized stock-based compensation expense of approximately and , respectively. These costs are included in “Cost of sales” and “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations. As of June 30, 2020, there was $ million of total unrecognized compensation expense related to outstanding stock options, restricted stock unit awards and performance stock unit awards. The Company’s stock-based compensation awards are typically granted in the first quarter of the year and primarily consist of stock options, restricted stock units and, commencing in 2020, performance share units. 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 and expire from the date of grant. A summary of the Company’s stock option (including SARs) activity for the six month period ended June 30, 2020 is presented in the following table (underlying shares in thousands). Shares Weighted-Average Exercise Price (per share) Stock options outstanding as of December 31, 2019 8,028 $ 14.14 Converted Ingersoll Rand Industrial stock options 985 24.72 Granted 1,460 24.77 Exercised or settled (715 ) 9.80 Forfeited (121 ) 27.30 Expired (9 ) 30.51 Stock options outstanding as of June 30, 2020 9,628 16.97 Vested as of June 30, 2020 6,054 11.73 The following assumptions were used to estimate the fair value of options granted (excluding previously disclosed modified awards) during the six month periods ended June 30, 2020 and 2019 using the Black-Scholes option-pricing model. For the six month period ended June 30, Assumptions 2020 2019 Expected life of options (in years) 6.3 6.3 Risk-free interest rate 0.4% - 1.5 % 2.4% - 2.6 % Assumed volatility 24.6% - 41.1 % 30.7% - 31.8 % Expected dividend rate 0.0 % 0.0 % Restricted Stock Unit Awards Restricted A summary of the Company’s restricted stock unit activity for the six month period ended June 30, 2020 is presented in the following table (underlying shares in thousands). Shares Weighted-Average Grant-Date Fair Value Non-vested as of December 31, 2019 719 $ 29.31 Converted Ingersoll Rand Industrial restricted stock units 305 33.06 Granted 715 25.39 Vested (224 ) 29.41 Forfeited (43 ) 28.12 Non-vested as of June 30, 2020 1,472 28.20 Performance Share Unit Awards Performance share units are granted to employees and are subject to a performance period. The number of shares issued at the end of the performance period is determined by the Company’s total shareholder return percentile rank versus the S&P 500 index for the 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 period. The Monte Carlo simulation pricing model for the fiscal year 2020 grants utilized the following assumptions: (i) expected term of years (equal to the remaining performance measurement period at the grant date), (ii) volatility of , (iii) risk-free interest rate of and (iv) expected dividend rate of . Compensation expense is recognized based on the grant date fair value. A summary of the Company’s performance stock unit activity for the six month period ended June 30, 2020 is presented in the following table (underlying shares in thousands). Shares Weighted-Average Grant-Date Fair Value Non-vested as of December 31, 2019 — $ — Granted 302 29.72 Forfeited (30 ) 29.72 Non-vested as of June 30, 2020 272 29.72 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 6 Months Ended |
Jun. 30, 2020 | |
Accumulated Other Comprehensive (Loss) Income [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Note 10. Accumulated Other Comprehensive (Loss) Income 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 intercompany notes of a long-term nature and certain hedges of net investments in foreign operations, net of income taxes; (iii) unrealized gains and losses on cash flow hedges (consisting of interest rate swaps), net of income taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes. See Note 7 “Benefit Plans” and Note 11 “Hedging Activities and Fair Value Measurements.” The before tax income (loss) and related income tax effect are as follows. For the Three Month Period Ended June 30, 2020 For the Six Month Period Ended June 30, 2020 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 $ 41.9 $ 3.0 $ 44.9 $ (47.7 ) $ 0.4 $ (47.3 ) Unrecognized gains on cash flow hedges, net 7.3 (1.8 ) 5.5 8.8 (2.1 ) 6.7 Pension and other postretirement benefit prior service cost and gain or loss, net 0.4 0.1 0.5 3.9 (0.5 ) 3.4 Other comprehensive income (loss) $ 49.6 $ 1.3 $ 50.9 $ (35.0 ) $ (2.2 ) $ (37.2 ) For the Three Month Period Ended June 30, 2019 For the Six Month Period Ended June 30, 2019 Before-Tax Amount Tax (Expense) or Benefit Net of Tax Amount Before-Tax Amount Tax (Expense) or Benefit Net of Tax Amount Foreign currency translation adjustments, net $ (8.6 ) $ 2.2 $ (6.4 ) $ (4.1 ) $ (2.4 ) $ (6.5 ) Unrecognized gains (losses) on cash flow hedges, net (0.7 ) 0.2 (0.5 ) 0.6 0.8 1.4 Pension and other postretirement benefit prior service cost and gain or loss, net 1.3 (0.1 ) 1.2 1.5 (0.1 ) 1.4 Other comprehensive loss $ (8.0 ) $ 2.3 $ (5.7 ) $ (2.0 ) $ (1.7 ) $ (3.7 ) The tables above include only the other comprehensive (loss) income, net of tax, attributable to Ingersoll Rand Inc. Other comprehensive (loss) income, net, attributable to noncontrolling interest holders was and for the and months ended June respectively, and related entirely to foreign currency translation adjustments. On January 1, 2019, the Company adopted ASU 2018-02 which reclassified stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive (loss) income to retained (deficit) earnings. The Company recorded a cumulative-effect adjustment which increased “Accumulated other comprehensive loss” in the Condensed Consolidated Balance Sheet by $8.2 million. Changes in accumulated other comprehensive (loss) income by component for the month periods ended June and are presented in the following table (1) . Foreign Currency Translation Adjustments, Net Unrealized (Losses) Gains on Cash Flow Hedges Pension and Postretirement Benefit Plans Total Balance as of December 31, 2019 $ (193.6 ) $ (10.9 ) $ (51.5 ) $ (256.0 ) Other comprehensive (loss) income before reclassifications (47.3 ) (3.2 ) 2.3 (48.2 ) Amounts reclassified from accumulated other comprehensive (loss) income — 9.9 1.1 11.0 Other comprehensive (loss) income (47.3 ) 6.7 3.4 (37.2 ) Balance as of June 30, 2020 $ (240.9 ) $ (4.2 ) $ (48.1 ) $ (293.2 ) Foreign Currency Translation Adjustments, Net Unrealized (Losses) Gains on Cash Flow Hedges Pension and Postretirement Benefit Plans Total Balance as of December 31, 2018 $ (190.6 ) $ (11.4 ) $ (45.0 ) $ (247.0 ) Other comprehensive (loss) income before reclassifications (6.5 ) (4.4 ) 0.5 (10.4 ) Amounts reclassified from accumulated other comprehensive (loss) income — 5.8 0.9 6.7 Other comprehensive (loss) income (6.5 ) 1.4 1.4 (3.7 ) Cumulative effect adjustment upon adoption of new accounting standard (ASU 2018-02) (1.5 ) (6.7 ) — (8.2 ) Balance as of June 30, 2019 $ (198.6 ) $ (16.7 ) $ (43.6 ) $ (258.9 ) (1) All amounts are net of tax. Amounts in parentheses indicate debits. Reclassifications out of accumulated other comprehensive (loss) income for the six month periods ended June 30, 2020 and 2019 are presented in the following table. Amount Reclassified from Accumulated Other Comprehensive (Loss) Income Details about Accumulated Other Comprehensive (Loss) Income Components For the six month period ended June 30, Affected Line in the Statement Where Net Income is Presented 2020 2019 Loss on cash flow hedges $ 13.2 $ 7.6 Interest expense Interest rate swaps (3.3 ) (1.8 ) Benefit for income taxes $ 9.9 $ 5.8 Net of tax Amortization of defined benefit pension and other postretirement benefit items $ 1.5 $ 1.2 (1) (1 ) (0.4 ) (0.3 ) Benefit for income taxes $ 1.1 $ 0.9 Net of tax Total reclassifications for the period $ 11.0 $ 6.7 Net of tax (1) These components are included in the computation of net periodic benefit cost. See Note 7 “Benefit Plans” for additional details. |
Hedging Activities and Fair Val
Hedging Activities and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Hedging Activities and Fair Value Measurements [Abstract] | |
Hedging Activities and Fair Value Measurements | Note 11. Hedging Activities and Fair Value Measurements Hedging Activities The Company is exposed to certain market risks during the normal course of its business arising from adverse changes in interest rates and foreign currency exchange rates. The Company selectively uses derivative financial instruments (‘‘derivatives’’), including foreign currency forward contracts and interest rate swaps, to manage the risks from fluctuations in foreign currency exchange rates and interest rates, respectively. The Company does not purchase or hold derivatives for trading or speculative purposes. Fluctuations in interest rates and foreign currency exchange rates can be volatile, and the Company’s risk management activities do not totally eliminate these risks. Consequently, these fluctuations could have a significant effect on the Company’s financial results. The Company’s exposure to interest rate risk results primarily from its variable-rate borrowings. The Company manages its debt centrally, considering tax consequences and its overall financing strategies. The Company manages its exposure to interest rate risk by maintaining a mixture of fixed and variable rate debt and, from time to time, using pay-fixed interest rate 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. Other than the USD, the EUR, GBP, and Chinese Renminbi are the principal currencies in which the Company and its subsidiaries enter into transactions. The Company is exposed to the impacts of changes in foreign currency exchange rates on the translation of its non-U.S. subsidiaries’ assets, liabilities and earnings into USD. The Company has certain U.S. subsidiaries borrow in currencies other than the USD. The Company and its subsidiaries are also subject to the risk that arises when they, from time to time, enter into transactions in currencies other than their functional currency. To mitigate this risk, the Company and its subsidiaries typically settle intercompany trading balances monthly. 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 June and December June 30, 2020 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 Interest rate swap contracts Cash Flow $ 725.0 $ — $ — $ 4.5 $ — Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value 144.4 0.4 — — — Foreign currency forwards Fair Value 139.4 — — 0.1 — December 31, 2019 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 Interest rate swap contracts Cash Flow $ 825.0 $ — $ — $ 13.1 $ — Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value 55.2 0.5 — — — Foreign currency forwards Fair Value 106.9 — — 0.5 — (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. Losses on derivatives designated as cash flow hedges included in the Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six month periods ended June 30, 2020 and 2019 are as presented in the table below. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 Interest rate swap contracts Loss recognized in AOCI on derivatives $ (0.6 ) $ (4.6 ) $ (4.3 ) $ (7.0 ) Loss reclassified from AOCI into income (effective portion) (1) (7.9 ) (3.9 ) (13.2 ) (7.6 ) (1) Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income were included within “Interest expense” in the Condensed Consolidated Statements of Operations. As of June the Company is the fixed rate payor on interest rate swap contracts that effectively fix the LIBOR-based index used to determine the interest rates charged on a total of of the Company’s LIBOR-based variable rate borrowings. These contracts carry fixed rates ranging from to and expire in These swap agreements qualify as hedging instruments and have been designated as cash flow hedges of forecasted LIBOR-based interest payments. Based on LIBOR-based swap yield curves as of June the Company expects to reclassify losses of out of AOCI into earnings during the next months. The Company’s LIBOR-based variable rate borrowings outstanding as of June were and € . The Company had foreign currency forward contracts outstanding as of June with notional amounts ranging from to . These contracts are used to hedge the change in fair value of recognized foreign currency denominated assets or liabilities caused by changes in currency exchange rates. The changes in the fair value of these contracts generally offset the changes in the fair value of a corresponding amount of the hedged items, both of which are included within “Other operating expense, net” in the Condensed Consolidated Statements of Operations. The Company’s foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any 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. The Company’s gains (losses) on derivative instruments not designated as accounting hedges and total net foreign currency losses for the and month periods ended June and were as follows. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 Foreign currency forward contracts gains (losses) $ 0.5 $ (2.2 ) $ (2.1 ) $ (3.8 ) Total foreign currency transaction losses, net (5.2 ) (0.6 ) (7.8 ) (3.7 ) The Company has a significant investment in consolidated subsidiaries with functional currencies other than the USD, particularly the EUR. On August the Company designated its € Original Euro Term Loan as a hedge of the Company’s net investment in subsidiaries with EUR functional currencies until it was extinguished and replaced on February by a € Euro Term Loan, further described in Note “Debt”. As of June the Euro Term Loan of € remained designated. The Company’s (loss) gains, net of income tax, associated with changes in the value of debt for the month periods ended June and were as follows. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 (Loss) gain, net of income tax, recorded through other comprehensive income $ (9.1 ) $ (7.0 ) $ 0.9 $ 4.7 The net balance of such (losses) gains included in accumulated other comprehensive (loss) income as of June and was and , respectively. For the periods presented, all cash flows associated with derivatives are classified as operating cash flows in the Condensed Consolidated Statements of Cash Flows. Fair Value Measurements A financial instrument is defined as cash or cash equivalents, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivables, trade accounts payables, deferred compensation assets and obligations, derivatives and debt instruments. The carrying values of cash and cash equivalents, trade accounts receivables, trade accounts payables, and variable rate debt instruments are a reasonable estimate of their respective fair values. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or more advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows. Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities as of the reporting date. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June June 30, 2020 Level 1 Level 2 Level 3 Total Financial Assets Foreign currency forwards (1) $ — $ 0.4 $ — $ 0.4 Trading securities held in deferred compensation plan (2) 7.0 — — 7.0 Total $ 7.0 $ 0.4 $ — $ 7.4 Financial Liabilities Foreign currency forwards (1) $ — $ 0.1 $ — $ 0.1 Deferred compensation plans (2) 19.2 — — 19.2 Interest rate swaps (3) — 4.5 — 4.5 Total $ 19.2 $ 4.6 $ — $ 23.8 December 31, 2019 Level 1 Level 2 Level 3 Total Financial Assets Foreign currency forwards (1) $ — $ 0.5 $ — $ 0.5 Trading securities held in deferred compensation plan (2) 7.3 — — 7.3 Total $ 7.3 $ 0.5 $ — $ 7.8 Financial Liabilities Foreign currency forwards (1) $ — $ 0.5 $ — $ 0.5 Deferred compensation plan (2) 7.3 — — 7.3 Interest rate swaps (3) — 13.1 — 13.1 Total $ 7.3 $ 13.6 $ — $ 20.9 (1) Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates. (2) Based on the quoted price of publicly traded mutual funds and other equity securities which are classified as trading securities and accounted for using the mark-to-market method. (3) Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of June The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contracts with Customers [Abstract] | |
Revenue from Contracts with Customers | Note 12. Revenue from Contracts with Customers Overview The Company recognizes revenue when the Company has satisfied its obligation and control is transferred to the customer. The amount of revenue recognized includes adjustments for any variable consideration, such as rebates, sales discounts, liquidated damages, etc., which are included in the transaction price, and allocated to each performance obligation. The variable consideration is estimated throughout the course of the contract using the Company’s best estimates. The majority of the Company’s revenues are derived from short duration contracts and revenue is recognized at a single point in time when control is transferred to the customer, generally at shipment or when delivery has occurred or services have been rendered. The Company has certain long duration engineered to order (‘‘ETO’’) contracts that require highly engineered solutions designed to customer specific applications. For contracts where the contractual deliverables have no alternative use and the contract termination clauses provide for the recovery of cost plus a reasonable margin, revenue is recognized over time based on the Company’s progress in satisfying the contractual performance obligations, generally measured as the ratio of actual costs incurred to date to the estimated total costs to complete the contract. For contracts with termination provisions that do not provide for 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 due at either collection of payment from customers or recognition of revenue. Applying the practical expedient from ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in ‘‘Selling and administrative expenses’’ in the Condensed Consolidated Statements of Operations. Disaggregation of Revenue The following tables provide disaggregated revenue by reportable segment for the month periods ended June and For the Three Month Period Ended June 30, 2020 Industrial Technologies and Services Precision and Science Technologies High Pressure Solutions Specialty Vehicle Technologies Total Primary Geographic Markets United States $ 289.8 $ 83.7 $ 17.3 $ 191.1 $ 581.9 Other Americas 70.5 9.9 0.6 12.1 93.1 Total Americas 360.3 93.6 17.9 203.2 675.0 EMEAI 247.1 63.7 2.3 6.7 319.8 Asia Pacific 222.2 38.5 1.3 7.6 269.6 Total $ 829.6 $ 195.8 $ 21.5 $ 217.5 $ 1,264.4 Product Categories Original equipment $ 502.0 $ 169.1 $ 3.5 $ 160.0 $ 834.6 Aftermarket 327.6 26.7 18.0 57.5 429.8 Total $ 829.6 $ 195.8 $ 21.5 $ 217.5 $ 1,264.4 Pattern of Revenue Recognition Revenue recognized at point in time (1) $ 750.1 $ 195.8 $ 21.5 $ 212.0 $ 1,179.4 Revenue recognized over time (2) 79.5 — — 5.5 85.0 Total $ 829.6 $ 195.8 $ 21.5 $ 217.5 $ 1,264.4 For the Three Month Period Ended June 30, 2019 Industrial Technologies and Services Precision and Science Technologies High Pressure Solutions Specialty Vehicle Technologies Total Primary Geographic Markets United States $ 129.1 $ 39.1 $ 105.8 $ — $ 274.0 Other Americas 35.4 1.5 9.2 — 46.1 Total Americas 164.5 40.6 115.0 — 320.1 EMEAI 178.9 27.8 2.6 — 209.3 Asia Pacific 84.2 13.6 1.9 — 99.7 Total $ 427.6 $ 82.0 $ 119.5 $ — $ 629.1 Product Categories Original equipment $ 289.7 $ 79.9 $ 24.4 $ — $ 394.0 Aftermarket 137.9 2.1 95.1 — 235.1 Total $ 427.6 $ 82.0 $ 119.5 $ — $ 629.1 Pattern of Revenue Recognition Revenue recognized at point in time (1) $ 396.2 $ 82.0 $ 119.5 $ — $ 597.7 Revenue recognized over time (2) 31.4 — — — 31.4 Total $ 427.6 $ 82.0 $ 119.5 $ — $ 629.1 (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 products 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. The following tables provide disaggregated revenue by reportable segment for the month periods ended June and For the Six Month Period Ended June 30, 2020 Industrial Technologies and Services Precision and Science Technologies High Pressure Solutions Specialty Vehicle Technologies Total Primary Geographic Markets United States $ 466.9 $ 133.0 $ 98.0 $ 264.8 $ 962.7 Other Americas 115.8 14.8 10.8 16.8 158.2 Total Americas 582.7 147.8 108.8 281.6 1,120.9 EMEAI 447.7 104.6 6.4 12.2 570.9 Asia Pacific 303.2 56.2 2.6 10.5 372.5 Total $ 1,333.6 $ 308.6 $ 117.8 $ 304.3 $ 2,064.3 Product Categories Original equipment $ 805.2 $ 268.1 $ 16.0 $ 232.7 $ 1,322.0 Aftermarket 528.4 40.5 101.8 71.6 742.3 Total $ 1,333.6 $ 308.6 $ 117.8 $ 304.3 $ 2,064.3 Pattern of Revenue Recognition Revenue recognized at point in time (1) $ 1,209.6 $ 308.6 $ 117.8 $ 297.3 $ 1,933.3 Revenue recognized over time (2) 124.0 — — 7.0 131.0 Total $ 1,333.6 $ 308.6 $ 117.8 $ 304.3 $ 2,064.3 For the Six Month Period Ended June 30, 2019 Industrial Technologies and Services Precision and Science Technologies High Pressure Solutions Specialty Vehicle Technologies Total Primary Geographic Markets United States $ 245.6 $ 76.9 $ 220.7 $ — $ 543.2 Other Americas 65.0 2.2 22.9 — 90.1 Total Americas 310.6 79.1 243.6 — 633.3 EMEAI 369.9 56.0 7.7 — 433.6 Asia Pacific 152.2 26.2 4.1 — 182.5 Total $ 832.7 $ 161.3 $ 255.4 $ — $ 1,249.4 Product Categories Original equipment $ 563.5 $ 156.5 $ 49.3 $ — $ 769.3 Aftermarket 269.2 4.8 206.1 — 480.1 Total $ 832.7 $ 161.3 $ 255.4 $ — $ 1,249.4 Pattern of Revenue Recognition Revenue recognized at point in time (1) $ 773.8 $ 161.3 $ 255.4 $ — $ 1,190.5 Revenue recognized over time (2) 58.9 — — — 58.9 Total $ 832.7 $ 161.3 $ 255.4 $ — $ 1,249.4 (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 products delivery has occurred and services have been rendered. (2) Revenues primarily from long duration ETO product contracts and certain contracts for delivery of a significant volume of substantially similar products recognized over time as contractual performance obligations are completed. Performance Obligations The majority of the Company’s contracts have a single performance obligation as the promise to transfer goods and/or services. For contracts with multiple performance obligations, the Company utilizes observable prices to determine standalone selling price or cost plus margin if a standalone price is not available. The Company has elected to account for shipping and handling activities as fulfillment costs and not a separate performance obligation. If control transfers and related revenue is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities are accrued. The Company’s primary performance obligations include delivering standard or configured to order (“CTO”) goods to customers, designing and manufacturing a broad range of equipment customized to a customer’s specifications in ETO arrangements, rendering of services (maintenance and repair contracts), and certain extended or service type warranties. For incidental items that are immaterial in the context of the contract, costs are expensed as incurred or accrued at delivery. As of June 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 $ million in the next and $ 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 June and December presented in the Condensed Consolidated Balance Sheets. June 30, 2020 December 31, 2019 Accounts receivable $ 922.2 $ 459.1 Contract assets 53.2 29.0 Contract liabilities 163.4 51.7 Accounts receivable – Amounts due where the Company’s right to receive cash is unconditional. As of June approximately million of the increase in accounts receivable related to the acquisition of Ingersoll Rand Industrial. In the month period ended June the Company increased its allowance for doubtful accounts by in response to a filing for Chapter bankruptcy protection of a customer in the High Pressure Solutions segment. Contract assets – The Company’s rights to consideration for the satisfaction of performance obligations subject to constraints apart from timing. Contract assets are transferred to receivables when the right to collect consideration becomes unconditional. Contract assets are presented net of progress billings and related advances from customers. As of June approximately million increase in contract assets related to the acquisition of Ingersoll Rand Industrial. Contract liabilities – Advance payments received from customers for contracts for which revenue is not yet recognized. Contract liability balances are generally recognized in revenue within months. As of June approximately million increase in contract liabilities receivable related to the acquisition of Ingersoll Rand Industrial. Contract assets and liabilities are reported in the Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Contract assets and liabilities are presented net on a contract level, where required. Payments from customers are generally due 30-60 days after invoicing. Invoicing for sales of standard products generally coincides with shipment or delivery of goods. Invoicing for CTO and ETO contracts typically follows a schedule for billing at contractual milestones. Payment milestones normally include down payments upon the contract signing, completion of product design, completion of customer’s preliminary inspection, shipment or delivery, completion of installation, and customer’s on-site inspection. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) on the Condensed Consolidated Balance Sheets. The Company has elected the practical expedient from ASC 606-10-32-18 and does not adjust the transaction price for the effects of a financing component if, at contract inception, the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Taxes [Abstract] | |
Income Taxes | Note 13. Income Taxes The following table summarizes the Company’s provision for income taxes and effective income tax provision rate for the and month periods ended June and For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 (Loss) income before income taxes $ (80.7 ) $ 53.2 $ (176.4 ) $ 112.4 Provision for income taxes $ 95.8 $ 8.3 $ 37.0 $ 20.3 Effective income tax provision rate (118.7 %) 15.6 % (21.0 %) 18.1 % The increase in the provision for income taxes and decrease in the effective income tax provision rate for the month period ended June when compared to the same month period of is primarily due to a reduction in the pre-tax book income in jurisdictions with lower effective tax rates combined with significant earnings in jurisdictions with higher tax rates. The reduction in pre-tax book income is mainly from the COVID- global pandemic, transaction costs associated with the acquisition, and amortization and depreciation expenses associated with the purchase price step up adjustments. The increase in the provision for income taxes and decrease in the effective income tax provision rate for the month period ended June when compared to the same month period of is primarily due to a reduction in the pre-tax book income in jurisdictions with lower effective tax rates combined with significant earnings in jurisdictions with higher tax rates. The reduction in pre-tax book income is mainly from the COVID- global pandemic, transaction costs associated with the acquisition, and amortization and depreciation expenses associated with the purchase price step up adjustments . |
Supplemental Information
Supplemental Information | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Information [Abstract] | |
Supplemental Information | Note 14. Supplemental Information The components of “Other operating expense, net” for the three month and six month periods ended June 30, 2020 and 2019 were as follows. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 Other Operating Expense, Net Foreign currency transaction losses, net $ 5.2 $ 0.6 $ 7.8 $ 3.7 Restructuring charges, net (1) 30.6 0.8 72.2 2.8 Shareholder litigation settlement recoveries (2) — — — (6.0 ) Acquisition related expenses and non-cash charges (3) 13.0 17.1 68.0 18.7 Other, net 1.1 (0.3 ) 2.6 0.8 Total other operating expense, net $ 49.9 $ 18.2 $ 150.6 $ 20.0 (1) See Note 3 “Restructuring.” (2) Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014. (3) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs), and non-cash charges and credits arising from fair value purchase accounting adjustments. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Contingencies [Abstract] | |
Contingencies | Note 15. 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 20, “Contingencies” in the notes to consolidated financial statements in the Company’s 2019 Form 10-K. The Company is still assessing any possible exposure to various legal proceedings, lawsuits and administrative actions, including future asbestos and silica-related lawsuits and environmental matters, assumed in the acquisition of Ingersoll Rand Industrial. 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 $115.2 million and $118.1 million as of June 30, 2020 and December 31, 2019, 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 $122.4 million as of June 30, 2020 and December 31, 2019, 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 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 $9.2 million and $6.6 million as of June 30, 2020 and December 31, 2019, 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. |
Segment Results
Segment Results | 6 Months Ended |
Jun. 30, 2020 | |
Segment Results [Abstract] | |
Segment Results | Note 16. Segment Results Effective immediately upon the closing of the Ingersoll Rand Industrial acquisition, the Company operated with four reportable segments. As a result of these changes, information that the Company’s chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed. Therefore, for periods subsequent to February 29, 2020, the Company reports its financial performance based on its new segments. The Company recasted certain prior period amounts to conform to the revised segment reporting structure. A description of the Company’s four reportable segments, including the specific products manufactured and sold is presented below. In the Industrial Technologies and Services segment, the Company designs, manufactures, markets and services a broad range of compression and vacuum equipment as well as fluid transfer equipment, loading systems, power tools and lifting equipment. The Company’s compression and vacuum products are used worldwide in industrial manufacturing, transportation, chemical processing, food and beverage production, energy, environmental and other applications. In addition to equipment sales, the Company offers a broad portfolio of service options tailored to customer needs and complete range of aftermarket parts, air treatment equipment, controls and other accessories. The Company’s engineered loading systems and fluid transfer equipment ensure the safe handling and transfer of crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials. The Company’s power tools and lifting equipment are used by customers in industrial manufacturing, vehicle maintenance, energy and other markets for precision fastening, bolt removal, grinding, sanding, drilling, demolition and the safe and efficient lifting, positioning and movement of loads. The Company sells its products primarily through independent distributors worldwide and also sells directly to the customer. In the Precision and Science Technologies segment, the Company designs, manufactures and markets a broad range of specialized positive displacement pumps, fluid management equipment and aftermarket parts for medical, laboratory, industrial manufacturing, water and wastewater, chemical processing, energy, food and beverage, agriculture and other markets. The Company’s products are used for a diverse set of applications including precision dosing of chemicals and supplements, blood dialysis, oxygen therapy, food processing, fluid transfer and dispensing, spray finishing and coating, mixing, high-pressure air and gas management and others. The Company sells primarily through a broad global network of specialized and national distributors and original equipment manufacturers (“OEM”) who integrate the Company’s products into their devices and systems. In the High Pressure Solutions segment, the Company designs, manufactures, markets and services a diverse range of positive displacement pumps, integrated systems and associated aftermarket parts, consumables and services. The Company’s positive displacement pump offering includes mission-critical oil and gas drilling pumps, frac pumps and well servicing pumps, in addition to sales of associated consumables used in the operation of our pumps and aftermarket parts, consumables and services. The products we sell into upstream energy applications are highly aftermarket-intensive and so we support these products in the field with one of the industry’s most comprehensive service networks. The Company’s customers provide drilling, completions and well services to oil and gas operators, particularly in the major basins and plays in the North American land market. The Company is one of the leading suppliers in these upstream energy applications and has long-standing customer relationships. In the Specialty Vehicle Technologies segment, the Company designs, manufactures and markets Club Car ® golf, utility and consumer low-speed vehicles. The Company has a long-standing track record as a leading premium manufacturer with strong brand recognition. Its customers include golf course operators, resorts and hospitality sites, government agencies and municipalities, manufacturing and construction firms, sports and other arenas, colleges and universities and other commercial establishments, as well as individual consumers. The Company sells its products primarily through independent distributors in over eighty countries worldwide and also sells its products directly to consumers. 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 the United States 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. The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to (Loss) Income Before Income Taxes for the three month periods ended June 30, 2020 and 2019. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 (1) 2020 2019 (1) Revenue Industrial Technologies and Services $ 829.6 $ 427.6 $ 1,333.6 $ 832.7 Precision and Science Technologies 195.8 82.0 308.6 161.3 High Pressure Solutions 21.5 119.5 117.8 255.4 Specialty Vehicle Technologies 217.5 — 304.3 — Total Revenue $ 1,264.4 $ 629.1 $ 2,064.3 $ 1,249.4 Segment Adjusted EBITDA Industrial Technologies and Services $ 183.8 $ 96.7 $ 278.6 $ 182.2 Precision and Science Technologies 59.3 24.6 92.2 47.8 High Pressure Solutions (15.2 ) 32.1 8.3 73.9 Specialty Vehicle Technologies 41.0 — 55.1 — Total Segment Adjusted EBITDA $ 268.9 $ 153.4 $ 434.2 $ 303.9 Less items to reconcile Segment Adjusted EBITDA to (Loss) Income Before Income Taxes: Corporate expenses not allocated to segments $ 27.7 $ 7.1 $ 45.2 $ 18.6 Interest expense 30.8 22.4 57.9 44.8 Depreciation and amortization expense (a) 143.0 44.4 214.1 89.9 Restructuring and related business transformation costs (b) 32.2 2.0 74.4 6.1 Acquisition related expenses and non-cash charges (c) 95.9 17.1 192.1 18.7 Stock-based compensation (d) 12.7 6.2 15.7 14.8 Foreign currency transaction losses, net 5.2 0.6 7.8 3.7 Loss on extinguishment of debt (e) — 0.2 2.0 0.2 Shareholder litigation settlement recoveries (f) — — — (6.0 ) Other adjustments (g) 2.1 0.2 1.4 0.7 (Loss) Income Before Income Taxes $ (80.7 ) $ 53.2 $ (176.4 ) $ 112.4 (1) For the month period ended March as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA. Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the month period ended March a) Depreciation and amortization expense excludes $1.5 million and $2.7 million of depreciation of rental equipment for the three and six month periods ended June 30, 2020. b) Restructuring and related business transformation costs consist of the following. For the Three Month Period Ended June 30 , For the Month Period Ended June 30 , 2020 2019 2020 2019 Restructuring charges $ 30.6 $ 0.8 $ 72.2 $ 2.8 Facility reorganization, relocation and other costs 0.1 0.5 0.5 1.1 Other, net 1.5 0.7 1.7 2.2 Total restructuring and related business transformation costs $ 32.2 $ 2.0 $ 74.4 $ 6.1 c) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs) and non-cash charges and credits arising from fair value purchase accounting adjustments. d) Represents stock-based compensation expense recognized for the three month and six month periods ended June 30, 2020 of $12.7 million and $16.2 million, respectively, decreased by $0.5 million for the six month period ended June 30, 2020 due to costs associated with employer taxes. Represents stock-based compensation expense recognized for the three month and six month periods ended June 30, 2019 of $6.0 million and $13.6 million, respectively, increased by $0.2 million and $1.2 million for the three month and six month periods ended June 30, 2019, respectively, due to costs associated with employer taxes . e) Represents losses on extinguishment of a portion of the U.S. term loan and the amendment of the revolving credit facility. f) Represents an insurance recovery of the Company’ shareholder litigation settlement in 2014. g) Includes (i) effects of amortization of prior service costs and amortization of losses in pension and other postemployment (“OPEB”) expense, (ii) certain legal and compliance costs and (iii) other miscellaneous adjustments. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17. Related Party Transactions Affiliates of KKR participated as a lender in the Company’s Senior Secured Credit Facilities. As of June 30, 2020, KKR held a position in the Euro Term Loan of €44.9 million and a position in the Dollar Term Loan B of . The Company incurred and paid underwriting fees of $0.8 million and $7.5 million in the three and six month periods ended June 30, 2020, respectively, to KKR Capital Markets LLC, an affiliate of KKR, for services rendered in connection with the term loan transactions discussed in Note 8. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
(Loss) Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | Note 18. (Loss) Earnings Per Share The computations of basic and diluted earnings per share are as follows. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 Net (loss) income attributable to Ingersoll Rand Inc. $ (177.6 ) $ 44.9 $ (214.4 ) $ 92.1 Average shares outstanding Basic 417.0 203.4 347.2 202.5 Diluted 417.0 208.9 347.2 208.4 Earnings per share Basic $ (0.43 ) $ 0.22 $ (0.62 ) $ 0.45 Diluted $ (0.43 ) $ 0.21 $ (0.62 ) $ 0.44 The DSUs described in Note 16, “Stock-Based Compensation Plans” to the consolidated financial statements in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019 were considered outstanding shares for the purpose of computing basic earnings per share because they were issued solely upon the passage of time. For the three month periods ended June 30, 2020 and 2019, there were 3.8 million and 1.8 million anti-dilutive shares that were not included in the computation of diluted earnings per share. For the six month periods ended June 30, 2020 and 2019, there were 3.9 million and 1.8 million anti-dilutive shares that were not included in the computation of diluted earnings per share. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19. Subsequent Events As discussed further in Note 1 “Basis of Presentation and Related Accounting Pronouncements”, the Company initiated a tender offer on June 22, 2020 to purchase shares of its subsidiary, IR India Limited, from noncontrolling shareholders pursuant to regulatory requirements of the Securities Exchange Board of India. The tender period ended on July 3, 2020. Approximately of outstanding shares were tendered for an aggregate offer price of $ million. Settlement of accepted tender offers occurred on July 17, 2020. As a result, the Company’s ownership interest in IR India Limited increased from approximately as of June 30, 2020 to approximately . The Company is required by SEBI regulations to take necessary steps to decrease the non-public shareholding of IR India Limited below within twelve months of the date the non-public shareholding exceeded . |
Basis of Presentation and Rec_2
Basis of Presentation and Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Basis of Presentation and Recent Accounting Pronouncements [Abstract] | |
Basis of Presentation | Basis of Presentation On February 29, 2020 Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) completed the acquisition of the Ingersoll Rand Industrial business (“Ingersoll Rand Industrial”) by way of merger and changed its name from Gardner Denver Holdings, Inc. to Ingersoll Rand Inc. The condensed consolidated financial statements as of and for the six month period ended June 30, 2020 include the financial results of Ingersoll Rand Industrial from the date of acquisition. Ingersoll Rand Inc. is a diversified, global manufacturer of highly engineered, application-critical flow control products and provider of related aftermarket parts and services. 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, 2019 The results of operations for the interim periods ended June 30, 2020 is not necessarily indicative of the results to be expected for the full year. The ongoing novel Coronavirus (“COVID-19”) pandemic is a rapidly evolving situation around the globe that has negatively impacted and could continue to negatively 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, which are highly uncertain and cannot be predicted with confidence, such as the ultimate extent of the spread of the disease and the duration of the outbreak and business closures or business disruptions for the Company, suppliers and customers. Immediately prior to the acquisition of Ingersoll Rand Industrial, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) owned shares of common stock of the Company or approximately , of the total outstanding common stock of the Company. As of June 30, 2020 KKR owns shares of common stock of the Company or approximately of the total outstanding common stock of the Company. The classification of stock-based compensation expense (including related employer tax cost) reported for the three and six month periods ended June 30, 2019 was corrected. As a result, previously reported “Other operating expense, net” was decreased and “Selling and administrative expenses” was increased by for the three month period ended June 30, 2019 and by for the six month period ended June 30, 2019 |
Noncontrolling interests | Noncontrolling interests The Company has a controlling interest of approximately 74% in Ingersoll-Rand India Limited (“IR India Limited”). The remaining shares are owned by unaffiliated shareholders and traded on India stock exchanges regulated by Securities and Exchange Board of India (“SEBI”). The Company’s acquisition of Ingersoll Rand Industrial resulted in an indirect change in control of IR India Limited as defined by SEBI Substantial Acquisition of Shares and Takeovers (SAST) regulations. As a result, the Company was required to pursue either a tender offer for a certain number of noncontrolling shares or a voluntary delisting of the entity from India stock exchanges. On June 22, 2020 the Company initiated a tender offer to purchase up to of outstanding shares of Ingersoll-Rand India Limited from eligible noncontrolling shareholders. The offer price was determined in accordance with SEBI (SAST) regulations as the average market price of shares of IR India Limited on India stock exchanges for a period of preceding the announcement of the Ingersoll Rand Industrial merger transaction, adjusted for imputed interest for the period of time between announcement of the merger and announcement of the tender offer. The Company determined this offer is a freestanding financial instrument and not a contractual redemption right embedded in the related equity securities. In accordance with ASC 480 Distinguishing Liabilities from Equity, a liability is recognized at fair value for a conditional obligation to purchase an undetermined number of shares for a price other than fair value. The liability as of June 30, 2020 was not material to the financial statements. The noncontrolling interest remained classified and measured in accordance with ASC 810 Consolidation with the carrying value presented in permanent equity. As of June 30, 2020 noncontrolling shareholders with aggregate holdings of of outstanding shares submitted acceptance of the tender offer. The expected aggregate offer price for these shares of was recognized as a current liability and presented within Accrued liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2020 The tender offer expired on July 3, 2020 See Note 19 “Subsequent Events” for further details on the results of the tender offer. |
Recently Adopted Accounting Standard Updates ("ASU") | Recently Adopted Accounting Standard Updates (“ASU”) In August 2018 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15 Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40 ) ; Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The amendments in this update require implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the noncancelable term of the cloud computing arrangement plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The Company adopted this guidance prospectively on January 1, 2020 The adoption did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018 the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820 ) : Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement . The amendments in this update eliminate, add and modify certain disclosure requirements for fair value measurements as part of its disclosure framework project. The Company adopted this guidance on January 1, 2020 The adoption did not have a material impact on the Company’s condensed consolidated financial statements. In June 2016 the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326 ) : Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which added an impairment model that is based on expected losses rather than incurred losses and is called the Current Expected Credit Losses (“CECL”) model. This impairment model is applicable to loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables as well as any other financial asset with the contractual right to receive cash. Under the new model, an allowance equal to the estimate of lifetime expected credit losses is recognized which will result in more timely loss recognition. The guidance is intended to reduce complexity by decreasing the number of credit impairment models. The Company adopted this guidance on January 1, 2020 using a modified retrospective transition method. The Company recorded a cumulative-effect adjustment on the adoption date increasing “Accumulated deficit” in the Condensed Consolidated Balance Sheets by and decreasing “Accounts receivable, net of allowance for doubtful accounts” in the Condensed Consolidated Balance Sheets by . |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-14, Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans . The amendments in this update eliminate, add and modify certain disclosure requirements for defined benefit pension plans. The guidance is effective for public companies beginning with its annual report for fiscal year 2020. This ASU will have an immaterial impact on the Company’s condensed consolidated financial statements |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Aggregate Purchase Consideration | The aggregate purchase consideration has been preliminarily allocated as follows. Purchase Price Estimated fair value, as previously reported Measurement period adjustments(4) Estimated fair value, as adjusted Fair value of Ingersoll Rand common stock issued for Ingersoll Rand Industrial outstanding common stock (1) $ 6,919.5 $ — $ 6,919.5 Fair value attributable to pre-merger service for replacement equity awards (2) 8.6 — 8.6 Fair value attributable to pre-merger service for deferred compensation plan (3) 8.9 — 8.9 Total purchase consideration $ 6,937.0 $ — $ 6,937.0 Purchase Price Allocation Cash $ 41.3 $ — $ 41.3 Accounts receivable 579.9 14.8 594.7 Inventories 576.2 62.2 638.4 Other current assets 136.9 (21.2 ) 115.7 Property, plant and equipment 520.0 17.1 537.1 Goodwill 4,278.2 505.9 4,784.1 Intangible assets 4,501.3 (740.6 ) 3,760.7 Other noncurrent assets 269.8 (8.0 ) 261.8 Total current liabilities, including current maturities of long-term debt of $19.0 million (830.6 ) 48.5 (782.1 ) Deferred tax liability (900.6 ) 111.4 (789.2 ) Long-term debt, net of debt issuance costs and an original issue discount (1,851.7 ) — (1,851.7 ) Other noncurrent liabilities (310.4 ) 9.9 (300.5 ) Noncontrolling interest (73.3 ) — (73.3 ) $ 6,937.0 $ — $ 6,937.0 (1) Represents the fair value of 211,023,522 shares of the Company’s common stock issued for Ingersoll Rand Industrial outstanding common stock multiplied by $32.79, the price per share of common stock as of the closing price on February 28, 2020. (2) Represents the fair value of the replacement equity awards to the extent those related to services provided by the employee of Ingersoll Rand Industrial prior to closing. See Note 9 “Stock-Based Compensation Plan” for additional information about the replacement equity awards. (3) Represents the fair value of the deferred compensation plan to be settled in equity. See Note 7 “Benefit Plans” for additional information about the deferred compensation plan. (4) The measurement period adjustments were to refine fair value measurements of intangible assets and carrying amounts of certain assets and liabilities, as well as adjustments to related deferred tax liabilities. |
Effect on Net Income (Loss) | Certain amounts in the Condensed Consolidated Statement of Operations for the three months ended June 30, 2020 would have been different if the measurement period adjustments made in the current period were made as of the acquisition date. The effects on net income (loss) for the three months ended June 30, 2020 are as follows: (Increase) decrease in current period net loss Revenues $ 0.8 Cost of sales (13.7 ) Amortization of intangible assets 2.4 ( Loss) Income Before Income Taxes (10.5 ) (Benefit) provision for income taxes 6.5 Net (Loss) Income $ (4.0 ) |
Preliminary Fair Value of Property, Plant and Equipment | The preliminary fair value of property, plant and equipment was primarily calculated using replacement costs adjusted for the age and condition of the asset, with the exception of real property which was calculated using the market approach, and is summarized below. Land $ 59.4 Buildings 176.3 Machinery and equipment 256.9 Office furniture and equipment 13.4 Other 1.0 Construction in progress 30.1 Preliminary fair value of property, plant and equipment $ 537.1 |
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets | The estimated preliminary fair value and weighted average useful life of the Ingersoll Rand Industrial identifiable intangible assets are as follows. Fair Value Weighted average useful life (years) Tradenames (1) $ 1,312.0 Indefinite Developed technology (2) 236.0 7 Customer relationships (3) 2,096.0 13 Backlog (4) 80.3 <1 Other (5) 36.4 3 Preliminary fair value of identfiable intangible assets $ 3,760.7 (1) Tradenames were identified from brands of Ingersoll Rand Industrial. The preliminary fair value of tradenames were determined using a relief from royalty methodology which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset. The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted average cost of capital and weighted average return on assets. Tradenames are expected to have an indefinite useful life. (2) Developed technology was identified from the products of Ingersoll Rand Industrial. Preliminary fair values were determined using a relief from royalty methodology with similar methodology and assumptions as described in the tradename description above. The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period. (3) Customer relationships represent the preliminary fair value of existing relationships with the Ingersoll Rand Industrial customers. Its preliminary fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. The valuation includes a valuation of the assembled workforce, using the Cost Approach, for purposes of calculating contributory asset charges to be used in the Multi-Period Excess Earning Method valuations. The economic useful life was determined based on historical customer attrition rates. (4) Backlog primarily relates to the dollar value of purchase arrangements with customers, effective, as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty. Ingersoll Rand Industrial’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within three (5) Other intangible assets is primarily comprised of software. |
Impact of Material and Nonrecurring Adjustments to the Unaudited Pro forma Results | The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the three month periods ended June 30, 2020 and 2019 that are directly attributable to the acquisition. For the Three Month Period Ended June 30, 2020 2019 Increase (decrease) to revenue as a result of deferred revenue fair value adjustment, net of tax $ 5.6 $ (6.6 ) (Decrease) increase to expense as a result of inventory fair value adjustment, net of tax (58.5 ) 14.8 (Decrease) to expense as a result of transaction costs, net of tax — (14.6 ) The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the six months ended June 30, 2020 and 2019 that are directly attributable to the acquisition. For the Six Month Period Ended June 30, 2020 2019 Increase (decrease) to revenue as a result of deferred revenue fair value adjustment, net of tax $ 5.5 $ (8.3 ) (Decrease) increase to expense as a result of inventory fair value adjustment, net of tax (89.6 ) 89.6 (Decrease) increase to expense as a result of transaction costs, net of tax (38.1 ) 64.0 |
Revenue and Operating Income (Loss) of Acquisitions | The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the Company’s condensed consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2019 or of the results of the Company’s future results of operations of the combined businesses. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 Revenues $ 1,271.6 $ 1,589.6 $ 2,541.3 $ 3,089.6 Net Income (Loss) 7.0 44.2 6.8 (68.4 ) |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring [Abstract] | |
Activity Associated With Restructuring Programs | The following table summarizes the activity associated with the Company’s restructuring programs for the six month period ended June 30, 2020. Total Balance as of December 31, 2019 $ 5.0 Charged to expense - termination benefits 66.7 Charged to expense - other 5.5 Payments (46.1 ) Currency translation adjustment and other (1.7 ) Balance as of June 30, 2020 $ 29.4 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventories [Abstract] | |
Inventories | Inventories as of June 30, 2020 and December 31, 2019 consisted of the following. June 30, 2020 December 31, 2019 Raw materials, including parts and subassemblies $ 654.2 $ 370.5 Work-in-process 86.7 47.6 Finished goods 272.5 71.4 1,013.4 489.5 Excess of LIFO costs over FIFO costs 13.0 13.0 Inventories $ 1,026.4 $ 502.5 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill Attributable to Each Reportable Segment | The changes in the carrying amount of goodwill attributable to each reportable segment for the month period ended June is presented in the table below. Industrial Technologies and Services Precision and Science Technologies High Pressure Solutions Specialty Vehicle Technologies Total Balance as of December 31, 2019 $ 865.4 $ 227.5 $ 194.8 $ — $ 1,287.7 Acquisition 3,136.0 1,112.3 — 535.8 4,784.1 Foreign currency translation and other (15.7 ) (0.9 ) — (0.1 ) (16.7 ) Balance as of June 30, 2020 $ 3,985.7 $ 1,338.9 $ 194.8 $ 535.7 $ 6,055.1 |
Intangible Assets | Other intangible assets as of June and December consisted of the following. June 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets Customer lists and relationships $ 3,325.8 $ (783.0 ) $ 1,238.7 $ (673.9 ) Technology 268.6 (19.0 ) 30.2 (6.0 ) Trademarks 39.9 (13.4 ) 40.4 (11.9 ) Backlog 146.5 (98.2 ) - - Other 101.8 (50.6 ) 64.0 (40.8 ) Unamortized intangible assets Trademarks 1,930.3 — 614.3 — Total other intangible assets $ 5,812.9 $ (964.2 ) $ 1,987.6 $ (732.6 ) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued liabilities as of June 30, 2020 and December 31, 2019 consisted of the following. June 30, 2020 December 31, 2019 Salaries, wages and related fringe benefits $ 160.9 $ 60.7 Contract liabilities 159.9 51.7 Product warranty 53.9 22.7 Operating lease liabilities 39.4 17.1 Restructuring 29.4 5.0 Taxes 167.0 22.5 Other 144.4 64.4 Total accrued liabilities $ 754.9 $ 244.1 |
Accrued Product Warranty Liability | A reconciliation of the changes in the accrued product warranty liability for the three and six month periods ended June 30, 2020 and 2019 are as follows. For the three month period ended June 30, For the six month period ended June 30, 2020 2019 2020 2019 Balance at beginning of period $ 53.0 $ 21.8 $ 22.7 $ 23.9 Product warranty accruals 2.7 7.8 10.8 14.6 Acquired warranty — — 31.3 — Settlements (2.2 ) (6.3 ) (10.8 ) (15.1 ) Charged to other accounts (1) 0.4 0.1 (0.1 ) — Balance at end of period $ 53.9 $ 23.4 $ 53.9 $ 23.4 (1) Primarily the effects of foreign currency translation adjustments for the Company’s subsidiaries with functional currencies other than the USD. |
Benefit Plans (Tables)
Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Benefit Plans [Abstract] | |
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 and month periods ended June and Pension Benefits Other Postretirement U.S. Plans Non-U.S. Plans Benefits For the Three Month Period Ended June 30, 2020 For the Six Month Period Ended June 30, 2020 For the Three Month Period Ended June 30, 2020 For the Six Month Period Ended June 30, 2020 For the Three Month Period Ended June 30, 2020 For the Six Month Period Ended June 30, 2020 Service cost $ 1.7 $ 2.3 $ 1.2 $ 1.9 $ — $ — Interest cost 2.8 4.0 1.5 3.0 0.2 0.3 Expected return on plan assets (3.9 ) (5.5 ) (2.7 ) (5.4 ) — — Recognition of: Unrecognized prior service cost — — 0.1 0.1 — — Unrecognized net actuarial loss — — 0.7 1.4 — — $ 0.6 $ 0.8 $ 0.8 $ 1.0 $ 0.2 $ 0.3 Pension Benefits Other Postretirement U.S. Plans Non-U.S. Plans Benefits For the Three Month Period Ended June 30, 2019 For the Six Month Period Ended June 30, 2019 For the Three Month Period Ended June 30, 2019 For the Six Month Period Ended June 30, 2019 For the Three Month Period Ended June 30, 2019 For the Six Month Period Ended June 30, 2019 Service cost $ — $ — $ 0.4 $ 0.8 $ — $ — Interest cost 0.6 1.1 1.9 3.9 0.1 0.1 Expected return on plan assets (0.6 ) (1.1 ) (2.6 ) (5.2 ) — — Recognition of: Unrecognized prior service cost — — 0.1 0.1 — — Unrecognized net actuarial loss — 0.1 0.5 1.0 — — $ — $ 0.1 $ 0.3 $ 0.6 $ 0.1 $ 0.1 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt [Abstract] | |
Debt | Debt as of June 30, 2020 and December 31, 2019 is summarized as follows. June 30, 2020 December 31, 2019 Short-term borrowings $ — $ — Long-term debt: Revolving credit facility, due 2024 $ — $ — Receivables financing agreement, due 2020 — — Dollar Term Loan, due 2024 (1) — 927.6 Euro Term Loan, due 2024 (2) — 673.9 Dollar Term Loan B, due 2027 (3) 1,893.0 — Dollar Term Loan, due 2027 (4) 924.2 — Euro Term Loan, due 2027 (5) 672.7 — Dollar Term Loan Series A, due 2027 (6) 394.0 — Finance leases and other long-term debt 17.6 18.0 Unamortized debt issuance costs (45.0 ) (8.1 ) Total long-term debt, net, including current maturities 3,856.5 1,611.4 Current maturities of long-term debt 39.8 7.6 Total long-term debt, net $ 3,816.7 $ 1,603.8 (1) The weighted-average interest rate was 4.47% for the period from January 1, 2020 through February 27, 2020. (2) The weighted-average interest rate was 3.00% for the period from January 1, 2020 through February 27, 2020. (3) As of June 30, 2020, this amount is presented net of unamortized discounts of $2.3 million. As of June 30, 2020, the applicable interest rate was 1.93% and the weighted-average interest rate was 2.54% for the six month period ended June 30, 2020. (4) As of June 30, 2020, this amount is presented net of unamortized discounts of $1.1 million. As of June 30, 2020, the applicable interest rate was 1.93% and the weighted average interest rate was 3.16% for the six month period ended June 30, 2020. (5) As of June 30, 2020, this amount is presented net of unamortized discounts of $0.8 million. As of June 30, 2020, the applicable interest rate was 2.00% and the weighted average interest rate was 2.32% for the six month period ended June 30, 2020. (6) As of June 30, 2020, this amount is presented net of unamortized discounts of $ 6.0 million . As of June 30, 2020, the applicable interest rate was 2.93% and the weighted average interest rate was 2.93% for the period from June 29, 2020 through June 30, 2020. |
Stock-Based Compensation Plan (
Stock-Based Compensation Plan (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-Based Award Plan Activity | A summary of the Company’s stock option (including SARs) activity for the six month period ended June 30, 2020 is presented in the following table (underlying shares in thousands). Shares Weighted-Average Exercise Price (per share) Stock options outstanding as of December 31, 2019 8,028 $ 14.14 Converted Ingersoll Rand Industrial stock options 985 24.72 Granted 1,460 24.77 Exercised or settled (715 ) 9.80 Forfeited (121 ) 27.30 Expired (9 ) 30.51 Stock options outstanding as of June 30, 2020 9,628 16.97 Vested as of June 30, 2020 6,054 11.73 |
Restricted Stock Unit Activity | Restricted A summary of the Company’s restricted stock unit activity for the six month period ended June 30, 2020 is presented in the following table (underlying shares in thousands). Shares Weighted-Average Grant-Date Fair Value Non-vested as of December 31, 2019 719 $ 29.31 Converted Ingersoll Rand Industrial restricted stock units 305 33.06 Granted 715 25.39 Vested (224 ) 29.41 Forfeited (43 ) 28.12 Non-vested as of June 30, 2020 1,472 28.20 |
Performance Shares, Activity | A summary of the Company’s performance stock unit activity for the six month period ended June 30, 2020 is presented in the following table (underlying shares in thousands). Shares Weighted-Average Grant-Date Fair Value Non-vested as of December 31, 2019 — $ — Granted 302 29.72 Forfeited (30 ) 29.72 Non-vested as of June 30, 2020 272 29.72 |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Assumptions Used to Estimate Fair Value of Options Granted | The following assumptions were used to estimate the fair value of options granted (excluding previously disclosed modified awards) during the six month periods ended June 30, 2020 and 2019 using the Black-Scholes option-pricing model. For the six month period ended June 30, Assumptions 2020 2019 Expected life of options (in years) 6.3 6.3 Risk-free interest rate 0.4% - 1.5 % 2.4% - 2.6 % Assumed volatility 24.6% - 41.1 % 30.7% - 31.8 % Expected dividend rate 0.0 % 0.0 % |
Stock Options [Member] | Ingersoll Rand Industrial [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Assumptions Used to Estimate Fair Value of Options Granted | For converted stock options, the exercise price per share of the converted award was equal to the exercise price per share of the stock option award immediately prior to the completion of the acquisition divided by the exchange ratio. The replacement options will generally be governed by the same terms and conditions as those applicable prior to the acquisition. The portion of fair value of the replacement awards related to services provided prior to the acquisition was accounted for as consideration transferred. The remaining portion of fair value is associated with future service and will be recognized as compensation expense over the vesting period. The fair value of stock options that the Company assumed in connection with the acquisition of Ingersoll Rand Industrial was estimated using the Black-Scholes model with the following assumptions. Converted Stock Option Awards Assumptions Expected life of options (in years) 2.0 - 3.6 Risk-free interest rate 0.9 % Assumed volatility 34.2 % Expected dividend rate 0.0 % |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accumulated Other Comprehensive (Loss) Income [Abstract] | |
Other Comprehensive (Loss) Income | The before tax income (loss) and related income tax effect are as follows. For the Three Month Period Ended June 30, 2020 For the Six Month Period Ended June 30, 2020 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 $ 41.9 $ 3.0 $ 44.9 $ (47.7 ) $ 0.4 $ (47.3 ) Unrecognized gains on cash flow hedges, net 7.3 (1.8 ) 5.5 8.8 (2.1 ) 6.7 Pension and other postretirement benefit prior service cost and gain or loss, net 0.4 0.1 0.5 3.9 (0.5 ) 3.4 Other comprehensive income (loss) $ 49.6 $ 1.3 $ 50.9 $ (35.0 ) $ (2.2 ) $ (37.2 ) For the Three Month Period Ended June 30, 2019 For the Six Month Period Ended June 30, 2019 Before-Tax Amount Tax (Expense) or Benefit Net of Tax Amount Before-Tax Amount Tax (Expense) or Benefit Net of Tax Amount Foreign currency translation adjustments, net $ (8.6 ) $ 2.2 $ (6.4 ) $ (4.1 ) $ (2.4 ) $ (6.5 ) Unrecognized gains (losses) on cash flow hedges, net (0.7 ) 0.2 (0.5 ) 0.6 0.8 1.4 Pension and other postretirement benefit prior service cost and gain or loss, net 1.3 (0.1 ) 1.2 1.5 (0.1 ) 1.4 Other comprehensive loss $ (8.0 ) $ 2.3 $ (5.7 ) $ (2.0 ) $ (1.7 ) $ (3.7 ) |
Changes in Accumulated Other Comprehensive (Loss) Income | Changes in accumulated other comprehensive (loss) income by component for the month periods ended June and are presented in the following table (1) . Foreign Currency Translation Adjustments, Net Unrealized (Losses) Gains on Cash Flow Hedges Pension and Postretirement Benefit Plans Total Balance as of December 31, 2019 $ (193.6 ) $ (10.9 ) $ (51.5 ) $ (256.0 ) Other comprehensive (loss) income before reclassifications (47.3 ) (3.2 ) 2.3 (48.2 ) Amounts reclassified from accumulated other comprehensive (loss) income — 9.9 1.1 11.0 Other comprehensive (loss) income (47.3 ) 6.7 3.4 (37.2 ) Balance as of June 30, 2020 $ (240.9 ) $ (4.2 ) $ (48.1 ) $ (293.2 ) Foreign Currency Translation Adjustments, Net Unrealized (Losses) Gains on Cash Flow Hedges Pension and Postretirement Benefit Plans Total Balance as of December 31, 2018 $ (190.6 ) $ (11.4 ) $ (45.0 ) $ (247.0 ) Other comprehensive (loss) income before reclassifications (6.5 ) (4.4 ) 0.5 (10.4 ) Amounts reclassified from accumulated other comprehensive (loss) income — 5.8 0.9 6.7 Other comprehensive (loss) income (6.5 ) 1.4 1.4 (3.7 ) Cumulative effect adjustment upon adoption of new accounting standard (ASU 2018-02) (1.5 ) (6.7 ) — (8.2 ) Balance as of June 30, 2019 $ (198.6 ) $ (16.7 ) $ (43.6 ) $ (258.9 ) (1) All amounts are net of tax. Amounts in parentheses indicate debits. |
Reclassifications out of Accumulated Other Comprehensive (Loss) Income | Reclassifications out of accumulated other comprehensive (loss) income for the six month periods ended June 30, 2020 and 2019 are presented in the following table. Amount Reclassified from Accumulated Other Comprehensive (Loss) Income Details about Accumulated Other Comprehensive (Loss) Income Components For the six month period ended June 30, Affected Line in the Statement Where Net Income is Presented 2020 2019 Loss on cash flow hedges $ 13.2 $ 7.6 Interest expense Interest rate swaps (3.3 ) (1.8 ) Benefit for income taxes $ 9.9 $ 5.8 Net of tax Amortization of defined benefit pension and other postretirement benefit items $ 1.5 $ 1.2 (1) (1 ) (0.4 ) (0.3 ) Benefit for income taxes $ 1.1 $ 0.9 Net of tax Total reclassifications for the period $ 11.0 $ 6.7 Net of tax (1) These components are included in the computation of net periodic benefit cost. See Note 7 “Benefit Plans” for additional details. |
Hedging Activities and Fair V_2
Hedging Activities and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Hedging Activities and Fair Value Measurements [Abstract] | |
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type | 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 June and December June 30, 2020 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 Interest rate swap contracts Cash Flow $ 725.0 $ — $ — $ 4.5 $ — Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value 144.4 0.4 — — — Foreign currency forwards Fair Value 139.4 — — 0.1 — December 31, 2019 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 Interest rate swap contracts Cash Flow $ 825.0 $ — $ — $ 13.1 $ — Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value 55.2 0.5 — — — Foreign currency forwards Fair Value 106.9 — — 0.5 — (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. |
Losses on Derivatives Designated as Cash Flow Hedges | Losses on derivatives designated as cash flow hedges included in the Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six month periods ended June 30, 2020 and 2019 are as presented in the table below. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 Interest rate swap contracts Loss recognized in AOCI on derivatives $ (0.6 ) $ (4.6 ) $ (4.3 ) $ (7.0 ) Loss reclassified from AOCI into income (effective portion) (1) (7.9 ) (3.9 ) (13.2 ) (7.6 ) (1) Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income were included within “Interest expense” in the Condensed Consolidated Statements of Operations. |
(Losses) Gains on Derivative Instruments Not Designated as Accounting Hedges and Total Net Foreign Currency Losses | The Company’s gains (losses) on derivative instruments not designated as accounting hedges and total net foreign currency losses for the and month periods ended June and were as follows. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 Foreign currency forward contracts gains (losses) $ 0.5 $ (2.2 ) $ (2.1 ) $ (3.8 ) Total foreign currency transaction losses, net (5.2 ) (0.6 ) (7.8 ) (3.7 ) |
Changes in Value of Debt and Designated Interest Rate Swaps | The Company’s (loss) gains, net of income tax, associated with changes in the value of debt for the month periods ended June and were as follows. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 (Loss) gain, net of income tax, recorded through other comprehensive income $ (9.1 ) $ (7.0 ) $ 0.9 $ 4.7 |
Assets and Liabilities Measured at Fair Value | The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June June 30, 2020 Level 1 Level 2 Level 3 Total Financial Assets Foreign currency forwards (1) $ — $ 0.4 $ — $ 0.4 Trading securities held in deferred compensation plan (2) 7.0 — — 7.0 Total $ 7.0 $ 0.4 $ — $ 7.4 Financial Liabilities Foreign currency forwards (1) $ — $ 0.1 $ — $ 0.1 Deferred compensation plans (2) 19.2 — — 19.2 Interest rate swaps (3) — 4.5 — 4.5 Total $ 19.2 $ 4.6 $ — $ 23.8 December 31, 2019 Level 1 Level 2 Level 3 Total Financial Assets Foreign currency forwards (1) $ — $ 0.5 $ — $ 0.5 Trading securities held in deferred compensation plan (2) 7.3 — — 7.3 Total $ 7.3 $ 0.5 $ — $ 7.8 Financial Liabilities Foreign currency forwards (1) $ — $ 0.5 $ — $ 0.5 Deferred compensation plan (2) 7.3 — — 7.3 Interest rate swaps (3) — 13.1 — 13.1 Total $ 7.3 $ 13.6 $ — $ 20.9 (1) Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates. (2) Based on the quoted price of publicly traded mutual funds and other equity securities which are classified as trading securities and accounted for using the mark-to-market method. (3) Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of June The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contracts with Customers [Abstract] | |
Disaggregation of Revenue | The following tables provide disaggregated revenue by reportable segment for the month periods ended June and For the Three Month Period Ended June 30, 2020 Industrial Technologies and Services Precision and Science Technologies High Pressure Solutions Specialty Vehicle Technologies Total Primary Geographic Markets United States $ 289.8 $ 83.7 $ 17.3 $ 191.1 $ 581.9 Other Americas 70.5 9.9 0.6 12.1 93.1 Total Americas 360.3 93.6 17.9 203.2 675.0 EMEAI 247.1 63.7 2.3 6.7 319.8 Asia Pacific 222.2 38.5 1.3 7.6 269.6 Total $ 829.6 $ 195.8 $ 21.5 $ 217.5 $ 1,264.4 Product Categories Original equipment $ 502.0 $ 169.1 $ 3.5 $ 160.0 $ 834.6 Aftermarket 327.6 26.7 18.0 57.5 429.8 Total $ 829.6 $ 195.8 $ 21.5 $ 217.5 $ 1,264.4 Pattern of Revenue Recognition Revenue recognized at point in time (1) $ 750.1 $ 195.8 $ 21.5 $ 212.0 $ 1,179.4 Revenue recognized over time (2) 79.5 — — 5.5 85.0 Total $ 829.6 $ 195.8 $ 21.5 $ 217.5 $ 1,264.4 For the Three Month Period Ended June 30, 2019 Industrial Technologies and Services Precision and Science Technologies High Pressure Solutions Specialty Vehicle Technologies Total Primary Geographic Markets United States $ 129.1 $ 39.1 $ 105.8 $ — $ 274.0 Other Americas 35.4 1.5 9.2 — 46.1 Total Americas 164.5 40.6 115.0 — 320.1 EMEAI 178.9 27.8 2.6 — 209.3 Asia Pacific 84.2 13.6 1.9 — 99.7 Total $ 427.6 $ 82.0 $ 119.5 $ — $ 629.1 Product Categories Original equipment $ 289.7 $ 79.9 $ 24.4 $ — $ 394.0 Aftermarket 137.9 2.1 95.1 — 235.1 Total $ 427.6 $ 82.0 $ 119.5 $ — $ 629.1 Pattern of Revenue Recognition Revenue recognized at point in time (1) $ 396.2 $ 82.0 $ 119.5 $ — $ 597.7 Revenue recognized over time (2) 31.4 — — — 31.4 Total $ 427.6 $ 82.0 $ 119.5 $ — $ 629.1 (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 products 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. The following tables provide disaggregated revenue by reportable segment for the month periods ended June and For the Six Month Period Ended June 30, 2020 Industrial Technologies and Services Precision and Science Technologies High Pressure Solutions Specialty Vehicle Technologies Total Primary Geographic Markets United States $ 466.9 $ 133.0 $ 98.0 $ 264.8 $ 962.7 Other Americas 115.8 14.8 10.8 16.8 158.2 Total Americas 582.7 147.8 108.8 281.6 1,120.9 EMEAI 447.7 104.6 6.4 12.2 570.9 Asia Pacific 303.2 56.2 2.6 10.5 372.5 Total $ 1,333.6 $ 308.6 $ 117.8 $ 304.3 $ 2,064.3 Product Categories Original equipment $ 805.2 $ 268.1 $ 16.0 $ 232.7 $ 1,322.0 Aftermarket 528.4 40.5 101.8 71.6 742.3 Total $ 1,333.6 $ 308.6 $ 117.8 $ 304.3 $ 2,064.3 Pattern of Revenue Recognition Revenue recognized at point in time (1) $ 1,209.6 $ 308.6 $ 117.8 $ 297.3 $ 1,933.3 Revenue recognized over time (2) 124.0 — — 7.0 131.0 Total $ 1,333.6 $ 308.6 $ 117.8 $ 304.3 $ 2,064.3 For the Six Month Period Ended June 30, 2019 Industrial Technologies and Services Precision and Science Technologies High Pressure Solutions Specialty Vehicle Technologies Total Primary Geographic Markets United States $ 245.6 $ 76.9 $ 220.7 $ — $ 543.2 Other Americas 65.0 2.2 22.9 — 90.1 Total Americas 310.6 79.1 243.6 — 633.3 EMEAI 369.9 56.0 7.7 — 433.6 Asia Pacific 152.2 26.2 4.1 — 182.5 Total $ 832.7 $ 161.3 $ 255.4 $ — $ 1,249.4 Product Categories Original equipment $ 563.5 $ 156.5 $ 49.3 $ — $ 769.3 Aftermarket 269.2 4.8 206.1 — 480.1 Total $ 832.7 $ 161.3 $ 255.4 $ — $ 1,249.4 Pattern of Revenue Recognition Revenue recognized at point in time (1) $ 773.8 $ 161.3 $ 255.4 $ — $ 1,190.5 Revenue recognized over time (2) 58.9 — — — 58.9 Total $ 832.7 $ 161.3 $ 255.4 $ — $ 1,249.4 (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 products 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. |
Contract Balances | The following table provides the contract balances as of June and December presented in the Condensed Consolidated Balance Sheets. June 30, 2020 December 31, 2019 Accounts receivable $ 922.2 $ 459.1 Contract assets 53.2 29.0 Contract liabilities 163.4 51.7 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Income Taxes [Abstract] | |
Provision for Income Taxes and Effective Income Tax Rate | The following table summarizes the Company’s provision for income taxes and effective income tax provision rate for the and month periods ended June and For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 (Loss) income before income taxes $ (80.7 ) $ 53.2 $ (176.4 ) $ 112.4 Provision for income taxes $ 95.8 $ 8.3 $ 37.0 $ 20.3 Effective income tax provision rate (118.7 %) 15.6 % (21.0 %) 18.1 % |
Supplemental Information (Table
Supplemental Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Information [Abstract] | |
Other Operating Expense, Net | The components of “Other operating expense, net” for the three month and six month periods ended June 30, 2020 and 2019 were as follows. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 Other Operating Expense, Net Foreign currency transaction losses, net $ 5.2 $ 0.6 $ 7.8 $ 3.7 Restructuring charges, net (1) 30.6 0.8 72.2 2.8 Shareholder litigation settlement recoveries (2) — — — (6.0 ) Acquisition related expenses and non-cash charges (3) 13.0 17.1 68.0 18.7 Other, net 1.1 (0.3 ) 2.6 0.8 Total other operating expense, net $ 49.9 $ 18.2 $ 150.6 $ 20.0 (1) See Note 3 “Restructuring.” (2) Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014. (3) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs), and non-cash charges and credits arising from fair value purchase accounting adjustments. |
Segment Results (Tables)
Segment Results (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Results [Abstract] | |
Summarized Financial Information on Operations by Reportable Segment | The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to (Loss) Income Before Income Taxes for the three month periods ended June 30, 2020 and 2019. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 (1) 2020 2019 (1) Revenue Industrial Technologies and Services $ 829.6 $ 427.6 $ 1,333.6 $ 832.7 Precision and Science Technologies 195.8 82.0 308.6 161.3 High Pressure Solutions 21.5 119.5 117.8 255.4 Specialty Vehicle Technologies 217.5 — 304.3 — Total Revenue $ 1,264.4 $ 629.1 $ 2,064.3 $ 1,249.4 Segment Adjusted EBITDA Industrial Technologies and Services $ 183.8 $ 96.7 $ 278.6 $ 182.2 Precision and Science Technologies 59.3 24.6 92.2 47.8 High Pressure Solutions (15.2 ) 32.1 8.3 73.9 Specialty Vehicle Technologies 41.0 — 55.1 — Total Segment Adjusted EBITDA $ 268.9 $ 153.4 $ 434.2 $ 303.9 Less items to reconcile Segment Adjusted EBITDA to (Loss) Income Before Income Taxes: Corporate expenses not allocated to segments $ 27.7 $ 7.1 $ 45.2 $ 18.6 Interest expense 30.8 22.4 57.9 44.8 Depreciation and amortization expense (a) 143.0 44.4 214.1 89.9 Restructuring and related business transformation costs (b) 32.2 2.0 74.4 6.1 Acquisition related expenses and non-cash charges (c) 95.9 17.1 192.1 18.7 Stock-based compensation (d) 12.7 6.2 15.7 14.8 Foreign currency transaction losses, net 5.2 0.6 7.8 3.7 Loss on extinguishment of debt (e) — 0.2 2.0 0.2 Shareholder litigation settlement recoveries (f) — — — (6.0 ) Other adjustments (g) 2.1 0.2 1.4 0.7 (Loss) Income Before Income Taxes $ (80.7 ) $ 53.2 $ (176.4 ) $ 112.4 (1) For the month period ended March as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA. Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the month period ended March a) Depreciation and amortization expense excludes $1.5 million and $2.7 million of depreciation of rental equipment for the three and six month periods ended June 30, 2020. b) Restructuring and related business transformation costs consist of the following. For the Three Month Period Ended June 30 , For the Month Period Ended June 30 , 2020 2019 2020 2019 Restructuring charges $ 30.6 $ 0.8 $ 72.2 $ 2.8 Facility reorganization, relocation and other costs 0.1 0.5 0.5 1.1 Other, net 1.5 0.7 1.7 2.2 Total restructuring and related business transformation costs $ 32.2 $ 2.0 $ 74.4 $ 6.1 c) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs) and non-cash charges and credits arising from fair value purchase accounting adjustments. d) Represents stock-based compensation expense recognized for the three month and six month periods ended June 30, 2020 of $12.7 million and $16.2 million, respectively, decreased by $0.5 million for the six month period ended June 30, 2020 due to costs associated with employer taxes. Represents stock-based compensation expense recognized for the three month and six month periods ended June 30, 2019 of $6.0 million and $13.6 million, respectively, increased by $0.2 million and $1.2 million for the three month and six month periods ended June 30, 2019, respectively, due to costs associated with employer taxes . e) Represents losses on extinguishment of a portion of the U.S. term loan and the amendment of the revolving credit facility. f) Represents an insurance recovery of the Company’ shareholder litigation settlement in 2014. g) Includes (i) effects of amortization of prior service costs and amortization of losses in pension and other postemployment (“OPEB”) expense, (ii) certain legal and compliance costs and (iii) other miscellaneous adjustments. |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
(Loss) Earnings Per Share [Abstract] | |
Basic and Diluted Earning per Share | The computations of basic and diluted earnings per share are as follows. For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2020 2019 2020 2019 Net (loss) income attributable to Ingersoll Rand Inc. $ (177.6 ) $ 44.9 $ (214.4 ) $ 92.1 Average shares outstanding Basic 417.0 203.4 347.2 202.5 Diluted 417.0 208.9 347.2 208.4 Earnings per share Basic $ (0.43 ) $ 0.22 $ (0.62 ) $ 0.45 Diluted $ (0.43 ) $ 0.21 $ (0.62 ) $ 0.44 |
Basis of Presentation and Rec_3
Basis of Presentation and Recent Accounting Pronouncements, Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 22, 2020 | Feb. 28, 2020 | |
Prior Period Adjustment [Abstract] | |||||
Stock-based compensation | $ 16.2 | $ 13.6 | |||
Other Operating Expense, Net [Member] | |||||
Prior Period Adjustment [Abstract] | |||||
Stock-based compensation | $ (7.1) | (16.4) | |||
Selling and Administrative Expenses [Member] | |||||
Prior Period Adjustment [Abstract] | |||||
Stock-based compensation | $ 7.1 | $ 16.4 | |||
Ingersoll Rand Industrial [Member] | |||||
Stock Issued or Granted During Period [Abstract] | |||||
Ownership percentage by non-controlling owners | 26.00% | ||||
Noncontrolling Interest [Abstract] | |||||
Percentage of controlling interest | 74.00% | ||||
Period preceding announcement of offering price | 60 days | ||||
Percentage of noncontrolling shareholders with aggregate holding | 0.80% | ||||
Aggregate offer price recognized | $ 2 | ||||
Common Stock [Member] | Kohlberg Kravis Roberts & Co. L.P [Member] | |||||
Stock Issued or Granted During Period [Abstract] | |||||
Number of shares owned by non-controlling owners (in shares) | 44,788,635 | 70,671,135 | |||
Ownership percentage by non-controlling owners | 11.00% | 34.00% |
Basis of Presentation and Rec_4
Basis of Presentation and Recent Accounting Pronouncements, Accounting Standards Updates (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements [Abstract] | ||||||
Cumulative effect adjustment | $ 8,641.8 | $ 1,869.9 | $ 1,785.3 | |||
Accumulated Deficit [Member] | ||||||
New Accounting Pronouncements [Abstract] | ||||||
Cumulative effect adjustment | (356.8) | $ (179.2) | (141.4) | (208.4) | $ (253.3) | $ (308.7) |
ASU 2016-13 [Member] | Accounts Receivable, Net of Allowance for Doubtful Accounts [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||
New Accounting Pronouncements [Abstract] | ||||||
Cumulative effect adjustment | (1) | |||||
ASU 2016-13 [Member] | Accumulated Deficit [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||
New Accounting Pronouncements [Abstract] | ||||||
Cumulative effect adjustment | $ (1) | $ 1 | $ 0 |
Business Combinations, Ingersol
Business Combinations, Ingersoll Rand Industrial (Details) $ / shares in Units, $ in Millions | Feb. 29, 2020USD ($)$ / shares | Feb. 24, 2020$ / shares | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Feb. 28, 2020$ / shares | Dec. 31, 2019$ / shares | |
Business Combinations [Abstract] | |||||||||
Par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Trane Technologies plc [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Stock conversion ratio | 1 | ||||||||
Par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Percentage of ownership interest | 49.90% | ||||||||
Ingersoll Rand Industrial [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Purchase consideration | $ 6,937 | ||||||||
Fair value of common stock | [1] | $ 6,919.5 | |||||||
Stock conversion ratio | 0.8824 | ||||||||
Par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Percentage of ownership interest | 50.10% | ||||||||
Share price, per share (in rupee per share) | $ / shares | $ 32.79 | ||||||||
Acquisition-related costs | $ 87.3 | ||||||||
Costs related to issuing of shares | $ 1 | 1 | |||||||
Ingersoll Rand Industrial [Member] | Other Operating Expense, Net [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Acquisition-related costs | $ 0 | $ 16.3 | $ 42.3 | $ 16.3 | |||||
[1] | Represents the fair value of 211,023,522 shares of the Company’s common stock issued for Ingersoll Rand Industrial outstanding common stock multiplied by $32.79, the price per share of common stock as of the closing price on February 28, 2020. |
Business Combinations, Ingers_2
Business Combinations, Ingersoll Rand Industrial, Preliminary Purchase Price Allocation (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 29, 2020 | Feb. 28, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Purchase Price Allocation [Abstract] | |||||
Goodwill | $ 6,055.1 | $ 1,287.7 | |||
Ingersoll Rand Industrial [Member] | |||||
Purchase Price [Abstract] | |||||
Fair value of Ingersoll Rand common stock issued for Ingersoll Rand Industrial outstanding common stock | [1] | $ 6,919.5 | |||
Fair value attributable to pre-merger service for replacement equity awards | [1],[2] | 8.6 | |||
Fair value attributable to pre-merger service for deferred compensation plan | [1],[3] | 8.9 | |||
Total purchase consideration | 6,937 | ||||
Purchase Price Allocation [Abstract] | |||||
Cash | 41.3 | ||||
Accounts receivable | 594.7 | ||||
Inventories | 638.4 | ||||
Other current assets | 115.7 | ||||
Property, plant and equipment | 537.1 | ||||
Goodwill | 4,784.1 | ||||
Intangible assets | 3,760.7 | ||||
Other noncurrent assets | 261.8 | ||||
Total current liabilities, including current maturities of long-term debt of $19.0 million | (782.1) | ||||
Deferred tax liability | (789.2) | ||||
Long-term debt, net of debt issuance costs and an original issue discount | (1,851.7) | ||||
Other noncurrent liabilities | (300.5) | ||||
Noncontrolling interest | (73.3) | ||||
Total purchase price allocation | 6,937 | ||||
Current maturities of long-term debt | $ 19 | ||||
Fair value of stock issued (in shares) | 211,023,522 | ||||
Closing price per share (in dollars per share) | $ 32.79 | ||||
Ingersoll Rand Industrial [Member] | Estimated Fair Value, As Previously Reported [Member] | |||||
Purchase Price [Abstract] | |||||
Fair value of Ingersoll Rand common stock issued for Ingersoll Rand Industrial outstanding common stock | [1] | 6,919.5 | |||
Fair value attributable to pre-merger service for replacement equity awards | [2] | 8.6 | |||
Fair value attributable to pre-merger service for deferred compensation plan | [3] | 8.9 | |||
Total purchase consideration | 6,937 | ||||
Purchase Price Allocation [Abstract] | |||||
Cash | 41.3 | ||||
Accounts receivable | 579.9 | ||||
Inventories | 576.2 | ||||
Other current assets | 136.9 | ||||
Property, plant and equipment | 520 | ||||
Goodwill | 4,278.2 | ||||
Intangible assets | 4,501.3 | ||||
Other noncurrent assets | 269.8 | ||||
Total current liabilities, including current maturities of long-term debt of $19.0 million | (830.6) | ||||
Deferred tax liability | (900.6) | ||||
Long-term debt, net of debt issuance costs and an original issue discount | (1,851.7) | ||||
Other noncurrent liabilities | (310.4) | ||||
Noncontrolling interest | (73.3) | ||||
Total purchase price allocation | 6,937 | ||||
Ingersoll Rand Industrial [Member] | Measurement Period Adjustments [Member] | |||||
Purchase Price [Abstract] | |||||
Fair value of Ingersoll Rand common stock issued for Ingersoll Rand Industrial outstanding common stock | [1],[4] | 0 | |||
Fair value attributable to pre-merger service for replacement equity awards | [2],[4] | 0 | |||
Fair value attributable to pre-merger service for deferred compensation plan | [3],[4] | 0 | |||
Total purchase consideration | [4] | 0 | |||
Purchase Price Allocation [Abstract] | |||||
Cash | [4] | 0 | |||
Accounts receivable | [4] | 14.8 | |||
Inventories | [4] | 62.2 | |||
Other current assets | [4] | (21.2) | |||
Property, plant and equipment | [4] | 17.1 | |||
Goodwill | [4] | 505.9 | |||
Intangible assets | [4] | (740.6) | |||
Other noncurrent assets | [4] | (8) | |||
Total current liabilities, including current maturities of long-term debt of $19.0 million | [4] | 48.5 | |||
Deferred tax liability | [4] | 111.4 | |||
Long-term debt, net of debt issuance costs and an original issue discount | [4] | 0 | |||
Other noncurrent liabilities | [4] | 9.9 | |||
Noncontrolling interest | [4] | 0 | |||
Total purchase price allocation | [4] | $ 0 | |||
[1] | Represents the fair value of 211,023,522 shares of the Company’s common stock issued for Ingersoll Rand Industrial outstanding common stock multiplied by $32.79, the price per share of common stock as of the closing price on February 28, 2020. | ||||
[2] | Represents the fair value of the replacement equity awards to the extent those related to services provided by the employee of Ingersoll Rand Industrial prior to closing. See Note 9 “Stock-Based Compensation Plan” for additional information about the replacement equity awards. | ||||
[3] | Represents the fair value of the deferred compensation plan to be settled in equity. See Note 7 “Benefit Plans” for additional information about the deferred compensation plan. | ||||
[4] | The measurement period adjustments were to refine fair value measurements of intangible assets and carrying amounts of certain assets and liabilities, as well as adjustments to related deferred tax liabilities. |
Business Combinations, Consolid
Business Combinations, Consolidated Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |||
Income Statement [Abstract] | ||||||
Revenues | $ 1,264.4 | $ 629.1 | [1] | $ 2,064.3 | $ 1,249.4 | [1] |
Cost of sales | (904.4) | (394.7) | (1,459.8) | (784.5) | ||
Amortization of Intangible Assets | (114.6) | (30.9) | (169.8) | (62.3) | ||
(Loss) Income Before Income Taxes | (80.7) | 53.2 | [1] | (176.4) | 112.4 | [1] |
(Benefit) provision for income taxes | (95.8) | (8.3) | (37) | (20.3) | ||
Net (Loss) Income | (176.5) | $ 44.9 | $ (213.4) | $ 92.1 | ||
Ingersoll Rand Industrial [Member] | Measurement Period Adjustments [Member] | ||||||
Income Statement [Abstract] | ||||||
Revenues | 0.8 | |||||
Cost of sales | (13.7) | |||||
Amortization of Intangible Assets | 2.4 | |||||
(Loss) Income Before Income Taxes | (10.5) | |||||
(Benefit) provision for income taxes | 6.5 | |||||
Net (Loss) Income | $ (4) | |||||
[1] | For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA. Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020. |
Business Combinations, Inventor
Business Combinations, Inventories (Details) - Ingersoll Rand Industrial [Member] $ in Millions | Feb. 29, 2020USD ($) |
Inventories [Abstract] | |
Preliminary fair value step-up of inventory | $ 116.2 |
Step-up of inventory measured on FIFO | 70.3 |
Step-up of inventory measured on LIFO | $ 45.9 |
Business Combinations, Property
Business Combinations, Property, Plant and Equipment (Details) - Ingersoll Rand Industrial [Member] $ in Millions | Feb. 29, 2020USD ($) |
Property, Plant and Equipment [Abstract] | |
Preliminary fair value of property, plant and equipment | $ 537.1 |
Land [Member] | |
Property, Plant and Equipment [Abstract] | |
Preliminary fair value of property, plant and equipment | 59.4 |
Buildings [Member] | |
Property, Plant and Equipment [Abstract] | |
Preliminary fair value of property, plant and equipment | 176.3 |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Abstract] | |
Preliminary fair value of property, plant and equipment | 256.9 |
Office Furniture and Equipment [Member] | |
Property, Plant and Equipment [Abstract] | |
Preliminary fair value of property, plant and equipment | 13.4 |
Other [Member] | |
Property, Plant and Equipment [Abstract] | |
Preliminary fair value of property, plant and equipment | 1 |
Construction in Progress [Member] | |
Property, Plant and Equipment [Abstract] | |
Preliminary fair value of property, plant and equipment | $ 30.1 |
Business Combinations, Identifi
Business Combinations, Identifiable Intangible Assets (Details) - Ingersoll Rand Industrial [Member] - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2020 | Feb. 29, 2020 | ||
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract] | |||
Preliminary fair value of identifiable intangible assets | $ 3,760.7 | ||
Tradenames [Member] | |||
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract] | |||
Preliminary fair value of identifiable intangible assets | [1] | 1,312 | |
Developed Technology [Member] | |||
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract] | |||
Preliminary fair value of identifiable intangible assets | [2] | 236 | |
Weighted average useful life | 7 years | ||
Customer Relationships [Member] | |||
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract] | |||
Preliminary fair value of identifiable intangible assets | [3] | 2,096 | |
Weighted average useful life | 13 years | ||
Backlog [Member] | |||
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract] | |||
Preliminary fair value of identifiable intangible assets | [4] | 80.3 | |
Backlog [Member] | Minimum [Member] | |||
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract] | |||
Period of shipping | 3 months | ||
Backlog [Member] | Maximum [Member] | |||
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract] | |||
Weighted average useful life | 1 year | ||
Period of shipping | 12 months | ||
Other [Member] | |||
Estimated Preliminary Fair Value and Weighted Average Useful Life of Identifiable Intangible Assets [Abstract] | |||
Preliminary fair value of identifiable intangible assets | [5] | $ 36.4 | |
Weighted average useful life | 3 years | ||
[1] | Tradenames were identified from brands of Ingersoll Rand Industrial. The preliminary fair value of tradenames were determined using a relief from royalty methodology which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset. The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted average cost of capital and weighted average return on assets. Tradenames are expected to have an indefinite useful life. | ||
[2] | Developed technology was identified from the products of Ingersoll Rand Industrial. Preliminary fair values were determined using a relief from royalty methodology with similar methodology and assumptions as described in the tradename description above. The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period. | ||
[3] | Customer relationships represent the preliminary fair value of existing relationships with the Ingersoll Rand Industrial customers. Its preliminary fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. The valuation includes a valuation of the assembled workforce, using the Cost Approach, for purposes of calculating contributory asset charges to be used in the Multi-Period Excess Earning Method valuations. The economic useful life was determined based on historical customer attrition rates. | ||
[4] | Backlog primarily relates to the dollar value of purchase arrangements with customers, effective, as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty. Ingersoll Rand Industrial’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within three | ||
[5] | Other intangible assets is primarily comprised of software. |
Business Combinations, Long-Ter
Business Combinations, Long-Term Debt (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2020 | Feb. 28, 2020 | Dec. 31, 2019 | |
Long-Term Debt [Abstract] | |||
Debt issuance costs | $ 45 | $ 8.1 | |
Ingersoll Rand Industrial [Member] | Senior Secured Credit Facility [Member] | |||
Long-Term Debt [Abstract] | |||
Debt indebtedness | $ 1,900 | ||
Maturity date | Feb. 28, 2027 | ||
Debt issuance costs | 26.9 | ||
Debt discount | $ 2.4 |
Business Combinations, Noncontr
Business Combinations, Noncontrolling Interests (Details) - Ingersoll-Rand India Limited [Member] shares in Millions, $ in Millions | Jun. 30, 2020 | Feb. 28, 2020USD ($)shares | Feb. 28, 2020₨ / shares |
Noncontrolling Interest [Abstract] | |||
Percentage of controlling interest | 74.00% | 74.00% | |
Share price, per share (in rupee per share) | ₨ / shares | ₨ 639.2 | ||
Number of noncontrolling shares (in shares) | shares | 8.2 | ||
Preliminary fair value of noncontrolling interest | $ | $ 73.3 |
Business Combinations, Results
Business Combinations, Results of Financial Statement Subsequent to the Acquisition (Details) - Ingersoll Rand Industrial [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Results of Financial Statement Subsequent to the Acquisition [Abstract] | ||
Revenue from acquisition date | $ 826.5 | $ 1,119.9 |
Net loss from acquisition date | $ (36.4) | $ (69.7) |
Business Combinations, Unaudite
Business Combinations, Unaudited Pro Forma Information (Details) - Ingersoll Rand Industrial [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Impact of Material and Nonrecurring Adjustments to Unaudited Pro forma [Abstract] | ||||
Decrease (increase) to revenue as a result of deferred revenue fair value adjustment, net of tax | $ 5.6 | $ (6.6) | $ 5.5 | $ (8.3) |
(Decrease) increase to expense as a result of inventory fair value adjustment, net of tax | (58.5) | 14.8 | (89.6) | 89.6 |
(Decrease) increase to expense as a result of transaction costs, net of tax | 0 | (14.6) | (38.1) | 64 |
Unaudited Pro Forma Information [Abstract] | ||||
Revenues | 1,271.6 | 1,589.6 | 2,541.3 | 3,089.6 |
Net loss | $ 7 | $ 44.2 | $ 6.8 | $ (68.4) |
Business Combinations, Transact
Business Combinations, Transactions with Trane Technologies (Details) - Trane Technologies PLC [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Transactions with Trane Technologies [Abstract] | ||
Term of transition services agreement | 24 months | |
Amount of charges incurred under the transition service agreement | $ 8.4 | $ 10.8 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Restructuring Costs [Abstract] | |||||
Restructuring charges, net | [1] | $ 30.6 | $ 0.8 | $ 72.2 | $ 2.8 |
Restructuring Programs 2020 [Member] | |||||
Restructuring Costs [Abstract] | |||||
Expected restructuring expenses | 350 | 350 | |||
Expected realization in annualized cost synergies | 250 | 250 | |||
Restructuring Program [Roll Forward] | |||||
Balance at beginning of period | 5 | ||||
Charged to expense - termination benefits | 66.7 | ||||
Charged to expense - other | 5.5 | ||||
Payments | (46.1) | ||||
Currency translation adjustment and other | (1.7) | ||||
Balance at end of period | 29.4 | $ 29.4 | |||
Restructuring Programs 2020 To 2022 [Member] | Other Operating Expense, Net [Member] | |||||
Restructuring Costs [Abstract] | |||||
Restructuring charges, net | 72.2 | ||||
Restructuring Programs 2020 To 2022 [Member] | Corporate [Member] | Other Operating Expense, Net [Member] | |||||
Restructuring Costs [Abstract] | |||||
Restructuring charges, net | 4.9 | ||||
Restructuring Programs 2020 To 2022 [Member] | Industrial Technologies and Services [Member] | Other Operating Expense, Net [Member] | |||||
Restructuring Costs [Abstract] | |||||
Restructuring charges, net | 57.6 | ||||
Restructuring Programs 2020 To 2022 [Member] | High Pressure Solutions [Member] | Other Operating Expense, Net [Member] | |||||
Restructuring Costs [Abstract] | |||||
Restructuring charges, net | 4.1 | ||||
Restructuring Programs 2020 To 2022 [Member] | Precision and Science Technologies [Member] | Other Operating Expense, Net [Member] | |||||
Restructuring Costs [Abstract] | |||||
Restructuring charges, net | 4.9 | ||||
Restructuring Programs 2020 To 2022 [Member] | Specialty Vehicle Technologies [Member] | Other Operating Expense, Net [Member] | |||||
Restructuring Costs [Abstract] | |||||
Restructuring charges, net | $ 0.7 | ||||
[1] | See Note 3 “Restructuring.” |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Inventory, Net [Abstract] | ||||
Raw materials, including parts and subassemblies | $ 654.2 | $ 654.2 | $ 370.5 | |
Work-in-process | 86.7 | 86.7 | 47.6 | |
Finished goods | 272.5 | 272.5 | 71.4 | |
Total inventories | 1,013.4 | 1,013.4 | 489.5 | |
Excess of LIFO costs over FIFO costs | 13 | 13 | 13 | |
Inventories | 1,026.4 | 1,026.4 | $ 502.5 | |
Increase in inventories from acquisition | 7.8 | $ 35 | ||
Non-cash inventory adjustments | 45.9 | $ 0 | ||
Ingersoll Rand Industrial [Member] | ||||
Inventory, Net [Abstract] | ||||
Increase in inventories from acquisition | $ 498.1 | |||
Non-cash inventory adjustments | $ 45.9 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Goodwill by Segment (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 1,287.7 |
Acquisitions | 4,784.1 |
Foreign currency translation and other | (16.7) |
Balance at end of period | 6,055.1 |
Industrial Technologies and Services [Member] | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 865.4 |
Acquisitions | 3,136 |
Foreign currency translation and other | (15.7) |
Balance at end of period | 3,985.7 |
Precision and Science Technologies [Member] | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 227.5 |
Acquisitions | 1,112.3 |
Foreign currency translation and other | (0.9) |
Balance at end of period | 1,338.9 |
High Pressure Solutions [Member] | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 194.8 |
Acquisitions | 0 |
Foreign currency translation and other | 0 |
Balance at end of period | 194.8 |
Specialty Vehicle Technologies [Member] | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 0 |
Acquisitions | 535.8 |
Foreign currency translation and other | (0.1) |
Balance at end of period | $ 535.7 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Other Intangible Assets (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Amortized intangible assets [Abstract] | |||
Accumulated amortization | $ (964.2) | $ (732.6) | |
Unamortized intangible assets [Abstract] | |||
Total other intangible assets | 5,812.9 | 1,987.6 | |
Future Amortization of Intangible Assets [Abstract] | |||
2020 | 370 | ||
2021 | 330 | ||
2022 | 330 | ||
2023 | 330 | ||
2024 | 330 | ||
2025 | 360 | ||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||
Goodwill impairment charges | 0 | $ 0 | |
High Pressure Solutions [Member] | |||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||
Accumulated goodwill impairment losses | 343.3 | ||
Industrial Technologies and Services [Member] | |||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||
Accumulated goodwill impairment losses | 220.6 | ||
Trademarks [Member] | |||
Unamortized intangible assets [Abstract] | |||
Gross carrying amount | 1,930.3 | 614.3 | |
Customer Lists and Relationships [Member] | |||
Amortized intangible assets [Abstract] | |||
Gross carrying amount | 3,325.8 | 1,238.7 | |
Accumulated amortization | (783) | (673.9) | |
Technology [Member] | |||
Amortized intangible assets [Abstract] | |||
Gross carrying amount | 268.6 | 30.2 | |
Accumulated amortization | (19) | (6) | |
Trademarks [Member] | |||
Amortized intangible assets [Abstract] | |||
Gross carrying amount | 39.9 | 40.4 | |
Accumulated amortization | (13.4) | (11.9) | |
Backlog [Member] | |||
Amortized intangible assets [Abstract] | |||
Gross carrying amount | 146.5 | 0 | |
Accumulated amortization | (98.2) | 0 | |
Other [Member] | |||
Amortized intangible assets [Abstract] | |||
Gross carrying amount | 101.8 | 64 | |
Accumulated amortization | $ (50.6) | $ (40.8) |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | ||
Accrued Liabilities [Abstract] | ||||||
Salaries, wages and related fringe benefits | $ 160.9 | $ 160.9 | $ 60.7 | |||
Contract liabilities | 159.9 | 159.9 | 51.7 | |||
Product warranty | 53.9 | 53.9 | 22.7 | |||
Operating lease liabilities | 39.4 | 39.4 | 17.1 | |||
Restructuring | 29.4 | 29.4 | 5 | |||
Taxes | 167 | 167 | 22.5 | |||
Other | 144.4 | 144.4 | 64.4 | |||
Total accrued liabilities | 754.9 | 754.9 | $ 244.1 | |||
Accrued Product Warranty Liability [Roll Forward] | ||||||
Balance at beginning of period | 53 | $ 21.8 | 22.7 | $ 23.9 | ||
Product warranty accruals | 2.7 | 7.8 | 10.8 | 14.6 | ||
Acquired warranty | 0 | 0 | 31.3 | 0 | ||
Settlements | (2.2) | (6.3) | (10.8) | (15.1) | ||
Charged to other accounts | [1] | 0.4 | 0.1 | (0.1) | 0 | |
Balance at end of period | $ 53.9 | $ 23.4 | $ 53.9 | $ 23.4 | ||
[1] | Primarily the effects of foreign currency translation adjustments for the Company’s subsidiaries with functional currencies other than the USD. |
Benefit Plans (Details)
Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Pension Benefits [Member] | U.S. Plans [Member] | ||||
Net Periodic Benefit Cost [Abstract] | ||||
Service cost | $ 1.7 | $ 0 | $ 2.3 | $ 0 |
Interest cost | 2.8 | 0.6 | 4 | 1.1 |
Expected return on plan assets | (3.9) | (0.6) | (5.5) | (1.1) |
Recognition of [Abstract] | ||||
Unrecognized prior service cost | 0 | 0 | 0 | 0 |
Unrecognized net actuarial loss | 0 | 0 | 0 | 0.1 |
Total recognized in other comprehensive (loss) income | 0.6 | 0 | 0.8 | 0.1 |
Pension Benefits [Member] | Non-U.S. Plans [Member] | ||||
Net Periodic Benefit Cost [Abstract] | ||||
Service cost | 1.2 | 0.4 | 1.9 | 0.8 |
Interest cost | 1.5 | 1.9 | 3 | 3.9 |
Expected return on plan assets | (2.7) | (2.6) | (5.4) | (5.2) |
Recognition of [Abstract] | ||||
Unrecognized prior service cost | 0.1 | 0.1 | 0.1 | 0.1 |
Unrecognized net actuarial loss | 0.7 | 0.5 | 1.4 | 1 |
Total recognized in other comprehensive (loss) income | 0.8 | 0.3 | 1 | 0.6 |
Other Postretirement Benefits [Member] | ||||
Net Periodic Benefit Cost [Abstract] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 0.2 | 0.1 | 0.3 | 0.1 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Recognition of [Abstract] | ||||
Unrecognized prior service cost | 0 | 0 | 0 | 0 |
Unrecognized net actuarial loss | 0 | 0 | 0 | 0 |
Total recognized in other comprehensive (loss) income | $ 0.2 | $ 0.1 | $ 0.3 | $ 0.1 |
Debt, Summary of Debt (Details)
Debt, Summary of Debt (Details) - USD ($) $ in Millions | 6 Months Ended | ||||||
Jun. 30, 2020 | Jun. 29, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | ||||
Debt [Abstract] | |||||||
Short-term borrowings | $ 0 | $ 0 | |||||
Long-term debt [Abstract] | |||||||
Unamortized debt issuance costs | (45) | (8.1) | |||||
Total long-term debt, net, including current maturities | 3,856.5 | 1,611.4 | |||||
Current maturities of long-term debt | 39.8 | 7.6 | |||||
Total long-term debt, net | 3,816.7 | 1,603.8 | |||||
Revolving Credit Facility, Due 2024 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Long-term debt | $ 0 | 0 | |||||
Debt instrument maturity date | Jun. 28, 2024 | ||||||
Receivables Financing Agreement, Due 2020 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Long-term debt | $ 0 | 0 | |||||
Debt instrument maturity date | Jun. 30, 2020 | ||||||
Dollar Term Loan, due 2024 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Long-term debt | [1] | $ 0 | 927.6 | ||||
Debt instrument maturity date | Dec. 31, 2024 | ||||||
Weighted-average interest rate | 4.47% | ||||||
Euro Term Loan, due 2024 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Long-term debt | [2] | $ 0 | 673.9 | ||||
Debt instrument maturity date | Dec. 31, 2024 | ||||||
Weighted-average interest rate | 3.00% | ||||||
Dollar Term Loan B, due 2027 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Long-term debt | $ 1,893 | [3] | $ 1,900 | 0 | [3] | ||
Debt instrument maturity date | Feb. 28, 2027 | ||||||
Weighted-average interest rate | 2.54% | ||||||
Interest rate | 1.93% | ||||||
Unamortized discounts | $ 2.3 | $ 2.4 | |||||
Dollar Term Loan, due 2027 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Long-term debt | [4] | $ 924.2 | 0 | ||||
Debt instrument maturity date | Feb. 28, 2027 | ||||||
Weighted-average interest rate | 3.16% | ||||||
Interest rate | 1.93% | ||||||
Unamortized discounts | $ 1.1 | ||||||
Euro Term Loan, due 2027 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Long-term debt | [5] | $ 672.7 | 0 | ||||
Debt instrument maturity date | Feb. 28, 2027 | ||||||
Weighted-average interest rate | 2.32% | ||||||
Interest rate | 2.00% | ||||||
Unamortized discounts | $ 0.8 | ||||||
Dollar Term Loan Series A, due 2027 [Member] | |||||||
Long-term debt [Abstract] | |||||||
Long-term debt | $ 394 | [6] | $ 400 | 0 | [6] | ||
Debt instrument maturity date | Feb. 28, 2027 | ||||||
Weighted-average interest rate | 2.93% | ||||||
Interest rate | 2.93% | ||||||
Unamortized discounts | $ 6 | $ 6 | |||||
Finance Leases and Other Long-Term Debt [Member] | |||||||
Long-term debt [Abstract] | |||||||
Long-term debt | $ 17.6 | $ 18 | |||||
[1] | The weighted-average interest rate was 4.47% for the period from January 1, 2020 through February 27, 2020. | ||||||
[2] | The weighted-average interest rate was 3.00% for the period from January 1, 2020 through February 27, 2020. | ||||||
[3] | As of June 30, 2020, this amount is presented net of unamortized discounts of $2.3 million. As of June 30, 2020, the applicable interest rate was 1.93% and the weighted-average interest rate was 2.54% for the six month period ended June 30, 2020. | ||||||
[4] | As of June 30, 2020, this amount is presented net of unamortized discounts of $1.1 million. As of June 30, 2020, the applicable interest rate was 1.93% and the weighted average interest rate was 3.16% for the six month period ended June 30, 2020. | ||||||
[5] | As of June 30, 2020, this amount is presented net of unamortized discounts of $0.8 million. As of June 30, 2020, the applicable interest rate was 2.00% and the weighted average interest rate was 2.32% for the six month period ended June 30, 2020. | ||||||
[6] | As of June 30, 2020, this amount is presented net of unamortized discounts of $6.0 million. As of June 30, 2020, the applicable interest rate was 2.93% and the weighted average interest rate was 2.93% for the period from June 29, 2020 through June 30, 2020. |
Debt, Senior Secured Credit Fac
Debt, Senior Secured Credit Facilities (Details) € in Millions, $ in Millions | Feb. 28, 2020USD ($) | Aug. 17, 2017 | Jun. 30, 2020USD ($) | Dec. 31, 2014 | Jun. 30, 2020EUR (€) | Jun. 29, 2020USD ($) | Feb. 29, 2020USD ($) | Feb. 28, 2020EUR (€) | Dec. 31, 2019USD ($) | |||
LIBOR [Member] | ||||||||||||
Debt Instrument, Senior Secured Credit Facilities [Abstract] | ||||||||||||
Outstanding borrowing | $ 3,211.2 | € 598.9 | ||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||
Term of variable rate | 1 month | |||||||||||
Federal Funds Effective Rate [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 0.50% | |||||||||||
Base Rate [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||
Original Dollar Term Loan Facility [Member] | ||||||||||||
Debt Instrument, Senior Secured Credit Facilities [Abstract] | ||||||||||||
Long-term debt | $ 927.6 | |||||||||||
Original issue discounts | 1.2 | |||||||||||
Write-off of unamortized debt issuance costs | 2 | |||||||||||
Dollar Term Loan, due 2024 [Member] | ||||||||||||
Debt Instrument, Senior Secured Credit Facilities [Abstract] | ||||||||||||
Long-term debt | [1] | $ 0 | $ 927.6 | |||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||
Prepayments [Abstract] | ||||||||||||
Percentage of prepayment premium of principal amount | 1.00% | |||||||||||
Amortization and Final Maturity [Abstract] | ||||||||||||
Percentage of original principal amount for quarterly installment payment of debt amortization | 1.00% | |||||||||||
Dollar Term Loan, due 2024 [Member] | LIBOR [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 1.75% | |||||||||||
Dollar Term Loan, due 2024 [Member] | Base Rate [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 0.75% | |||||||||||
Dollar Term Loan B, due 2027 [Member] | ||||||||||||
Debt Instrument, Senior Secured Credit Facilities [Abstract] | ||||||||||||
Long-term debt | $ 1,893 | [2] | $ 1,900 | 0 | [2] | |||||||
Original issue discounts | $ 2.3 | 2.4 | ||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||
Prepayments [Abstract] | ||||||||||||
Percentage of prepayment premium of principal amount | 1.00% | |||||||||||
Amortization and Final Maturity [Abstract] | ||||||||||||
Percentage of original principal amount for quarterly installment payment of debt amortization | 1.00% | |||||||||||
Dollar Term Loan B, due 2027 [Member] | LIBOR [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 1.75% | |||||||||||
Dollar Term Loan B, due 2027 [Member] | Base Rate [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 0.75% | |||||||||||
Senior Secured Credit Facility [Member] | ||||||||||||
Prepayments [Abstract] | ||||||||||||
Percentage of annual excess cash flow for prepayment of outstanding loan | 50.00% | |||||||||||
Percentage of annual excess cash flow for prepayment of outstanding loan under restrictive covenants | 25.00% | |||||||||||
Percentage of the net cash proceeds of all non-ordinary course asset sales for prepayment of outstanding term loan | 100.00% | |||||||||||
Reduction percentage of the net cash proceeds of all non-ordinary course asset sales for prepayment of outstanding term loan | 50.00% | |||||||||||
Percentage of net cash proceeds of any incurrence of debt for prepayment of outstanding term loan | 100.00% | |||||||||||
Senior Secured Credit Facility [Member] | Maximum [Member] | ||||||||||||
Prepayments [Abstract] | ||||||||||||
Consolidated secured debt to consolidated EBITDA ratio considered for prepayment of outstanding term loan under covenant one | 2.25 | |||||||||||
Senior Secured Credit Facility [Member] | Minimum [Member] | ||||||||||||
Prepayments [Abstract] | ||||||||||||
Consolidated secured debt to consolidated EBITDA ratio considered for prepayment of outstanding term loan under covenant two | 2 | |||||||||||
Certain Covenants and Events of Default [Abstract] | ||||||||||||
Percentage of non-cash collateralized letters of credit | 40.00% | |||||||||||
Senior Secured Credit Facility [Member] | Condition One [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Commitment fee | 0.25% | |||||||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 1.75 | |||||||||||
Senior Secured Credit Facility [Member] | Condition Two [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Commitment fee | 0.125% | |||||||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 1.50 | |||||||||||
Senior Secured Credit Facility [Member] | Condition Three [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Commitment fee | 0.375% | |||||||||||
Euro Term Loan Due in 2020 [Member] | ||||||||||||
Debt Instrument, Senior Secured Credit Facilities [Abstract] | ||||||||||||
Long-term debt | € | € 601.2 | |||||||||||
Original issue discounts | € | € 0.8 | |||||||||||
Write-off of unamortized debt issuance costs | $ 2 | |||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||
Prepayments [Abstract] | ||||||||||||
Percentage of prepayment premium of principal amount | 1.00% | |||||||||||
Amortization and Final Maturity [Abstract] | ||||||||||||
Percentage of original principal amount for quarterly installment payment of debt amortization | 1.00% | |||||||||||
Euro Term Loan Due in 2020 [Member] | LIBOR [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 2.00% | |||||||||||
Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument, Senior Secured Credit Facilities [Abstract] | ||||||||||||
Long-term debt | $ 1,100 | |||||||||||
Letters of credit outstanding | 85.3 | |||||||||||
Outstanding borrowing | 0 | |||||||||||
Unused availability | 1,014.7 | |||||||||||
Increase in debt instrument | $ 100 | |||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||
Revolving Credit Facility [Member] | LIBOR [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 2.00% | |||||||||||
Revolving Credit Facility [Member] | Base Rate [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 6.25 | |||||||||||
Revolving Credit Facility [Member] | Ingersoll Rand [Member] | ||||||||||||
Debt Instrument, Senior Secured Credit Facilities [Abstract] | ||||||||||||
Long-term debt | 1,000 | |||||||||||
Letters of credit outstanding | $ 400 | |||||||||||
Dollar Term Loan Series A, due 2027 [Member] | ||||||||||||
Debt Instrument, Senior Secured Credit Facilities [Abstract] | ||||||||||||
Long-term debt | $ 394 | [3] | $ 400 | $ 0 | [3] | |||||||
Original issue discounts | $ 6 | $ 6 | ||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||
Prepayments [Abstract] | ||||||||||||
Percentage of prepayment premium of principal amount | 1.00% | |||||||||||
Amortization and Final Maturity [Abstract] | ||||||||||||
Percentage of original principal amount for quarterly installment payment of debt amortization | 1.00% | |||||||||||
Dollar Term Loan Series A, due 2027 [Member] | LIBOR [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 2.75% | |||||||||||
Dollar Term Loan Series A, due 2027 [Member] | Base Rate [Member] | ||||||||||||
Interest Rate and Fees [Abstract] | ||||||||||||
Basis spread on variable rate | 1.75% | |||||||||||
[1] | The weighted-average interest rate was 4.47% for the period from January 1, 2020 through February 27, 2020. | |||||||||||
[2] | As of June 30, 2020, this amount is presented net of unamortized discounts of $2.3 million. As of June 30, 2020, the applicable interest rate was 1.93% and the weighted-average interest rate was 2.54% for the six month period ended June 30, 2020. | |||||||||||
[3] | As of June 30, 2020, this amount is presented net of unamortized discounts of $6.0 million. As of June 30, 2020, the applicable interest rate was 2.93% and the weighted average interest rate was 2.93% for the period from June 29, 2020 through June 30, 2020. |
Debt, Receivables Financing Agr
Debt, Receivables Financing Agreement (Details) - Receivables Financing Agreement [Member] $ in Millions | Jun. 30, 2020USD ($) |
Debt Instrument, Receivables Financing Agreement [Abstract] | |
Outstanding borrowing | $ 0 |
Letters of credit outstanding | 26.6 |
Remaining borrowing capacity | $ 39.1 |
Stock-Based Compensation Plan,
Stock-Based Compensation Plan, Acquisition of Ingersoll Rand Industrial (Details) - Stock Options [Member] | 1 Months Ended | 6 Months Ended | |
Feb. 29, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Assumptions [Abstract] | |||
Expected life of options | 6 years 3 months 18 days | 6 years 3 months 18 days | |
Expected dividend rate | 0.00% | 0.00% | |
Minimum [Member] | |||
Assumptions [Abstract] | |||
Risk-free interest rate | 0.40% | 2.40% | |
Assumed volatility | 24.60% | 30.70% | |
Maximum [Member] | |||
Assumptions [Abstract] | |||
Risk-free interest rate | 1.50% | 2.60% | |
Assumed volatility | 41.10% | 31.80% | |
Ingersoll Rand Industrial [Member] | |||
Assumptions [Abstract] | |||
Risk-free interest rate | 0.90% | ||
Assumed volatility | 34.20% | ||
Expected dividend rate | 0.00% | ||
Ingersoll Rand Industrial [Member] | Minimum [Member] | |||
Assumptions [Abstract] | |||
Expected life of options | 2 years | ||
Ingersoll Rand Industrial [Member] | Maximum [Member] | |||
Assumptions [Abstract] | |||
Expected life of options | 3 years 7 months 6 days |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plan, Stock-Based Award Plan Activity (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement [Abstract] | ||||
Stock-based compensation expense | $ 12.7 | $ 6 | $ 16.2 | $ 13.6 |
Stock Options [Member] | ||||
Share-based Compensation Arrangement [Abstract] | ||||
Unrecognized compensation expense | 64.5 | 64.5 | ||
Restricted Stock Awards [Member] | ||||
Share-based Compensation Arrangement [Abstract] | ||||
Unrecognized compensation expense | 64.5 | 64.5 | ||
Performance Share Unit [Member] | ||||
Share-based Compensation Arrangement [Abstract] | ||||
Unrecognized compensation expense | $ 64.5 | $ 64.5 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plan, Stock Option Awards (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Stock Options [Member] | |
Share-based Compensation Arrangement [Abstract] | |
Expiration period | 10 years |
Stock Options and Stock Appreciation Rights [Member] | |
Shares [Roll Forward] | |
Stock options outstanding, beginning balance (in shares) | shares | 8,028 |
Converted Ingersoll Rand Industrial stock options (in shares) | shares | 985 |
Granted (in shares) | shares | 1,460 |
Exercised or Settled (in shares) | shares | (715) |
Forfeited (in shares) | shares | (121) |
Expired (in shares) | shares | (9) |
Stock options outstanding, ending balance (in shares) | shares | 9,628 |
Vested (in shares) | shares | 6,054 |
Outstanding Weighted-Average Exercise Price [Abstract] | |
Stock options outstanding, beginning balance (in dollars per share) | $ / shares | $ 14.14 |
Converted Ingersoll Rand Industrial stock options (in dollars per share) | $ / shares | 24.72 |
Granted (in dollars per share) | $ / shares | 24.77 |
Exercised or Settled (in dollars per share) | $ / shares | 9.80 |
Forfeited (in dollars per share) | $ / shares | 27.30 |
Expired (in dollars per share) | $ / shares | 30.51 |
Stock options outstanding, ending balance (in dollars per share) | $ / shares | 16.97 |
Vested (in dollars per share) | $ / shares | $ 11.73 |
Minimum [Member] | Stock Options [Member] | |
Share-based Compensation Arrangement [Abstract] | |
Vesting period | 4 years |
Maximum [Member] | Stock Options [Member] | |
Share-based Compensation Arrangement [Abstract] | |
Vesting period | 5 years |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plan, Assumptions Used to Estimate Fair Value of Options Granted (Details) - Stock Options [Member] | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Assumptions [Abstract] | ||
Expected life of options (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Expected dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Assumptions [Abstract] | ||
Risk-free interest rate | 0.40% | 2.40% |
Assumed volatility | 24.60% | 30.70% |
Maximum [Member] | ||
Assumptions [Abstract] | ||
Risk-free interest rate | 1.50% | 2.60% |
Assumed volatility | 41.10% | 31.80% |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plan, Restricted Stock Unit Awards (Details) - Restricted Stock Unit [Member] shares in Thousands | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Shares [Roll Forward] | |
Non-vested, beginning balance (in shares) | shares | 719 |
Converted Ingersoll Rand Industrial restricted stock units (in shares) | shares | 305 |
Granted (in shares) | shares | 715 |
Vested (in shares) | shares | (224) |
Forfeited (in shares) | shares | (43) |
Non-vested, ending balance (in shares) | shares | 1,472 |
Weighted-Average Grant-Date Fair Value [Abstract] | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 29.31 |
Converted Ingersoll Rand Industrial restricted stock units (in dollars per share) | $ / shares | 33.06 |
Granted (in dollars per share) | $ / shares | 25.39 |
Vested (in dollars per share) | $ / shares | 29.41 |
Forfeited (in dollars per share) | $ / shares | 28.12 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 28.20 |
Stock-Based Compensation Plan_6
Stock-Based Compensation Plan, Performance Share Unit Awards (Details) - Performance Share Unit [Member] shares in Thousands | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Share-based Compensation Arrangement [Abstract] | |
Amortized straight-line performance period | 3 years |
Expected term | 2 years 9 months 25 days |
Volatility | 35.20% |
Risk-free interest rate | 0.52% |
Expected dividend rate | 0.00% |
Shares [Roll Forward] | |
Non-vested, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 302 |
Forfeited (in shares) | shares | (30) |
Non-vested, ending balance (in shares) | shares | 272 |
Weighted-Average Grant-Date Fair Value [Abstract] | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 29.72 |
Forfeited (in dollars per share) | $ / shares | 29.72 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 29.72 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income, Accumulated Other Comprehensive (Loss) Income Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |||
Before-Tax Amount [Abstract] | ||||||
Foreign currency translation adjustments, net | $ 41.9 | $ (8.6) | $ (47.7) | $ (4.1) | ||
Unrecognized gains (losses) on cash flow hedges, net | 7.3 | (0.7) | 8.8 | 0.6 | ||
Pension and other postretirement benefit prior service cost and gain or loss, net | 0.4 | 1.3 | 3.9 | 1.5 | ||
Other comprehensive income (loss) | 49.6 | (8) | (35) | (2) | ||
Tax Benefit or (Expense) [Abstract] | ||||||
Foreign currency translation adjustments, net | 3 | 2.2 | 0.4 | (2.4) | ||
Unrecognized gains (losses) on cash flow hedges, net | (1.8) | 0.2 | (2.1) | 0.8 | ||
Pension and other postretirement benefit prior service cost and gain or loss, net | 0.1 | (0.1) | (0.5) | (0.1) | ||
Other comprehensive income (loss) | 1.3 | 2.3 | (2.2) | (1.7) | ||
Net of Tax Amount [Abstract] | ||||||
Foreign currency translation adjustments, net | 44.9 | (6.4) | (47.3) | (6.5) | ||
Unrecognized gains (losses) on cash flow hedges, net | 5.5 | (0.5) | 6.7 | 1.4 | ||
Pension and other postretirement benefit prior service cost and gain or loss, net | 0.5 | 1.2 | 3.4 | 1.4 | ||
Total other comprehensive income (loss), net of tax | 50.9 | (5.7) | (37.2) | [1] | (3.7) | [1] |
Other comprehensive income, net of tax [Abstract] | ||||||
Other comprehensive loss net attributable to noncontrolling interest | $ (0.4) | $ 0 | $ (4.4) | $ 0 | ||
[1] | All amounts are net of tax. Amounts in parentheses indicate debits. |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive (Loss) Income, Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||||
Beginning balance | $ 1,869.9 | |||||||||||
Other comprehensive (loss) income before reclassifications | [1] | (48.2) | $ (10.4) | |||||||||
Amounts reclassified from accumulated other comprehensive (loss) income | [1] | 11 | 6.7 | |||||||||
Total other comprehensive income (loss), net of tax | $ 50.9 | $ (5.7) | (37.2) | [1] | (3.7) | [1] | ||||||
Cumulative effect adjustment upon adoption of new accounting standard | 8,641.8 | 1,785.3 | 8,641.8 | 1,785.3 | $ 1,869.9 | |||||||
Ending balance | 8,574.9 | 8,574.9 | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||||
Beginning balance | [1] | (256) | (247) | |||||||||
Cumulative effect adjustment upon adoption of new accounting standard | (293.2) | (258.9) | (293.2) | (258.9) | $ (344.1) | $ (256) | $ (253.2) | $ (247) | ||||
Ending balance | [1] | (293.2) | (258.9) | (293.2) | (258.9) | |||||||
Accumulated Other Comprehensive Income (Loss) [Member] | ASU 2018-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||||
Cumulative effect adjustment upon adoption of new accounting standard | 0 | (8.2) | 0 | (8.2) | (8.2) | [1] | ||||||
Foreign Currency Translation Adjustments, Net [Member] | ||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||||
Beginning balance | [1] | (193.6) | (190.6) | |||||||||
Other comprehensive (loss) income before reclassifications | [1] | (47.3) | (6.5) | |||||||||
Amounts reclassified from accumulated other comprehensive (loss) income | [1] | 0 | 0 | |||||||||
Total other comprehensive income (loss), net of tax | [1] | (47.3) | (6.5) | |||||||||
Ending balance | [1] | (240.9) | (198.6) | (240.9) | (198.6) | |||||||
Foreign Currency Translation Adjustments, Net [Member] | ASU 2018-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||||
Cumulative effect adjustment upon adoption of new accounting standard | [1] | (1.5) | ||||||||||
Unrealized (Losses) Gains on Cash Flow Hedges [Member] | ||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||||
Beginning balance | [1] | (10.9) | (11.4) | |||||||||
Other comprehensive (loss) income before reclassifications | [1] | (3.2) | (4.4) | |||||||||
Amounts reclassified from accumulated other comprehensive (loss) income | [1] | 9.9 | 5.8 | |||||||||
Total other comprehensive income (loss), net of tax | [1] | 6.7 | 1.4 | |||||||||
Ending balance | [1] | (4.2) | (16.7) | (4.2) | (16.7) | |||||||
Unrealized (Losses) Gains on Cash Flow Hedges [Member] | ASU 2018-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||||
Cumulative effect adjustment upon adoption of new accounting standard | [1] | (6.7) | ||||||||||
Pension and Postretirement Benefit Plans [Member] | ||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||||
Beginning balance | [1] | (51.5) | (45) | |||||||||
Other comprehensive (loss) income before reclassifications | [1] | 2.3 | 0.5 | |||||||||
Amounts reclassified from accumulated other comprehensive (loss) income | [1] | 1.1 | 0.9 | |||||||||
Total other comprehensive income (loss), net of tax | [1] | 3.4 | 1.4 | |||||||||
Ending balance | [1] | $ (48.1) | $ (43.6) | $ (48.1) | $ (43.6) | |||||||
Pension and Postretirement Benefit Plans [Member] | ASU 2018-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||||
Cumulative effect adjustment upon adoption of new accounting standard | [1] | $ 0 | ||||||||||
[1] | All amounts are net of tax. Amounts in parentheses indicate debits. |
Accumulated Other Comprehensi_5
Accumulated Other Comprehensive (Loss) Income, Reclassifications out of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Income Statement [Abstract] | |||||
Interest expense | $ 30.8 | $ 22.4 | $ 57.9 | $ 44.8 | |
Benefit for income taxes | (95.8) | (8.3) | (37) | (20.3) | |
Net of tax | $ (177.6) | $ 44.9 | (214.4) | 92.1 | |
Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member] | |||||
Income Statement [Abstract] | |||||
Net of tax | 11 | 6.7 | |||
Loss on Cash Flow Hedges - Interest Rate Swaps [Member] | Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member] | |||||
Income Statement [Abstract] | |||||
Interest expense | 13.2 | 7.6 | |||
Benefit for income taxes | (3.3) | (1.8) | |||
Net of tax | 9.9 | 5.8 | |||
Amortization of Defined Benefit Pension and Other Postretirement Benefit Items [Member] | Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member] | |||||
Income Statement [Abstract] | |||||
Net periodic benefit cost | [1] | 1.5 | 1.2 | ||
Benefit for income taxes | (0.4) | (0.3) | |||
Net of tax | $ 1.1 | $ 0.9 | |||
[1] | These components are included in the computation of net periodic benefit cost. See Note 7 “Benefit Plans” for additional details. |
Hedging Activities and Fair V_3
Hedging Activities and Fair Value Measurements, Hedging Activities and Derivative Instruments within the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | ||
Maximum [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Maturity period of foreign currency contracts | 1 year | ||
Interest Rate Swap Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Notional amount | [1] | $ 725 | $ 825 |
Interest Rate Swap Contracts [Member] | Other Current Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Assets fair value | [1] | 0 | 0 |
Interest Rate Swap Contracts [Member] | Other Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Assets fair value | [1] | 0 | 0 |
Interest Rate Swap Contracts [Member] | Accrued Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Liabilities fair value | [1] | 4.5 | 13.1 |
Interest Rate Swap Contracts [Member] | Other Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Liabilities fair value | [1] | 0 | 0 |
Foreign Currency Forwards [Member] | Maximum [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Notional amount | 75.1 | ||
Foreign Currency Forwards [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Notional amount | [1] | 144.4 | 55.2 |
Foreign Currency Forwards [Member] | Other Current Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Assets fair value | [1] | 0.4 | 0.5 |
Foreign Currency Forwards [Member] | Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Assets fair value | [1] | 0 | 0 |
Foreign Currency Forwards [Member] | Accrued Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Liabilities fair value | [1] | 0 | 0 |
Foreign Currency Forwards [Member] | Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Liabilities fair value | [1] | 0 | 0 |
Foreign Currency Forwards [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Notional amount | [1] | 139.4 | 106.9 |
Foreign Currency Forwards [Member] | Other Current Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Assets fair value | [1] | 0 | 0 |
Foreign Currency Forwards [Member] | Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Assets fair value | [1] | 0 | 0 |
Foreign Currency Forwards [Member] | Accrued Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Liabilities fair value | [1] | 0.1 | 0.5 |
Foreign Currency Forwards [Member] | Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||
Liabilities fair value | [1] | $ 0 | $ 0 |
[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. |
Hedging Activities and Fair V_4
Hedging Activities and Fair Value Measurements, Derivative Instruments included in the Condensed Consolidated Statements of Comprehensive Loss (Details) - Interest Rate Swap Contracts [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Gains and Losses on Derivatives Designated as Cash Flow Hedges [Abstract] | |||||
Loss recognized in AOCI on derivatives | $ (0.6) | $ (4.6) | $ (4.3) | $ (7) | |
Loss reclassified from AOCI into income (effective portion) | [1] | $ (7.9) | $ (3.9) | $ (13.2) | $ (7.6) |
[1] | Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income were included within “Interest expense” in the Condensed Consolidated Statements of Operations. |
Hedging Activities and Fair V_5
Hedging Activities and Fair Value Measurements, Interest Rate Swap Contracts (Details) € in Millions, $ in Millions | 6 Months Ended | ||
Jun. 30, 2020USD ($)Contract | Jun. 30, 2020EUR (€)Contract | Aug. 17, 2017EUR (€) | |
Derivative, Fair Value, Net [Abstract] | |||
Long-term debt hedged | € | € 615 | ||
LIBOR [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Expected losses to be reclassified out of AOCI into earnings during next 12 months | $ 5.3 | ||
Long-term debt outstanding | $ 3,211.2 | € 598.9 | |
Interest Rate Swap Contracts [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Number of contracts | Contract | 4 | 4 | |
Interest Rate Swap Contracts [Member] | LIBOR [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Long-term debt hedged | $ 725 | ||
Interest Rate Swap Contracts [Member] | LIBOR [Member] | Minimum [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Fixed interest rate | 3.60% | 3.60% | |
Interest Rate Swap Contracts [Member] | LIBOR [Member] | Maximum [Member] | |||
Derivative, Fair Value, Net [Abstract] | |||
Fixed interest rate | 4.30% | 4.30% |
Hedging Activities and Fair V_6
Hedging Activities and Fair Value Measurements, Foreign Currency Forward Contracts (Details) - Foreign Currency Forwards [Member] $ in Millions | Jun. 30, 2020USD ($)Contract |
Derivative, Fair Value, Net [Abstract] | |
Number of contracts | Contract | 9 |
Minimum [Member] | |
Derivative, Fair Value, Net [Abstract] | |
Notional amount | $ 5.2 |
Maximum [Member] | |
Derivative, Fair Value, Net [Abstract] | |
Notional amount | $ 75.1 |
Hedging Activities and Fair V_7
Hedging Activities and Fair Value Measurements, Derivative Instruments not Designated as Accounting Hedges (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Derivative instruments not designated as accounting hedges [Abstract] | ||||
Foreign currency forward contracts gains (losses) | $ (5.2) | $ (0.6) | $ (7.8) | $ (3.7) |
Foreign Currency Forward Contracts Gains (Losses) [Member] | ||||
Derivative instruments not designated as accounting hedges [Abstract] | ||||
Foreign currency forward contracts gains (losses) | $ 0.5 | $ (2.2) | $ (2.1) | $ (3.8) |
Hedging Activities and Fair V_8
Hedging Activities and Fair Value Measurements, Investment in Consolidated Subsidiaries with Functional Currencies Other than USD (Details) € in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020EUR (€) | Feb. 28, 2020EUR (€) | Aug. 17, 2017EUR (€) | |
Derivative, Fair Value, Net [Abstract] | |||||||
Long-term debt hedged | € | € 615 | ||||||
Euro Term Loan [Member] | |||||||
Derivative, Fair Value, Net [Abstract] | |||||||
Long-term debt hedged | € | € 598.9 | € 601.2 | |||||
Interest Rate Swap Contracts [Member] | |||||||
Changes in the value of debt and designated interest rate swaps [Abstract] | |||||||
(Loss) gain, net of income tax, recorded through other comprehensive income | $ | $ (9.1) | $ (7) | $ 0.9 | $ 4.7 | |||
Balance included in accumulated other comprehensive (loss) income as of June 30, 2020 and 2019 | $ | $ 74.9 | $ 61.3 | $ 74.9 | $ 61.3 |
Hedging Activities and Fair V_9
Hedging Activities and Fair Value Measurements, Fair Value Measurements (Details) - Recurring [Member] - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 | |
Financial Assets [Abstract] | |||
Foreign currency forwards | [1] | $ 0.4 | $ 0.5 |
Trading securities held in deferred compensation plan | [2] | 7 | 7.3 |
Total | 7.4 | 7.8 | |
Financial Liabilities [Abstract] | |||
Foreign currency forwards | [1] | 0.1 | 0.5 |
Interest rate swaps | [3] | 4.5 | 13.1 |
Deferred compensation plans | [2] | 19.2 | 7.3 |
Total | 23.8 | 20.9 | |
Level 1 [Member] | |||
Financial Assets [Abstract] | |||
Foreign currency forwards | [1] | 0 | 0 |
Trading securities held in deferred compensation plan | [2] | 7 | 7.3 |
Total | 7 | 7.3 | |
Financial Liabilities [Abstract] | |||
Foreign currency forwards | [1] | 0 | 0 |
Interest rate swaps | [3] | 0 | 0 |
Deferred compensation plans | [2] | 19.2 | 7.3 |
Total | 19.2 | 7.3 | |
Level 2 [Member] | |||
Financial Assets [Abstract] | |||
Foreign currency forwards | [1] | 0.4 | 0.5 |
Trading securities held in deferred compensation plan | [2] | 0 | 0 |
Total | 0.4 | 0.5 | |
Financial Liabilities [Abstract] | |||
Foreign currency forwards | [1] | 0.1 | 0.5 |
Interest rate swaps | [3] | 4.5 | 13.1 |
Deferred compensation plans | [2] | 0 | 0 |
Total | 4.6 | 13.6 | |
Level 3 [Member] | |||
Financial Assets [Abstract] | |||
Foreign currency forwards | [1] | 0 | 0 |
Trading securities held in deferred compensation plan | [2] | 0 | 0 |
Total | 0 | 0 | |
Financial Liabilities [Abstract] | |||
Foreign currency forwards | [1] | 0 | 0 |
Interest rate swaps | [3] | 0 | 0 |
Deferred compensation plans | [2] | 0 | 0 |
Total | $ 0 | $ 0 | |
[1] | Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates. | ||
[2] | Based on the quoted price of publicly traded mutual funds and other equity securities which are classified as trading securities and accounted for using the mark-to-market method. | ||
[3] | Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of June 30, 2020. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties. |
Revenue from Contracts with C_3
Revenue from Contracts with Customers, Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | $ 1,264.4 | $ 629.1 | [1] | $ 2,064.3 | $ 1,249.4 | [1] | |
Revenue Recognized at Point in Time [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | [2] | 1,179.4 | 597.7 | 1,933.3 | 1,190.5 | ||
Revenue Recognized over Time [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | [3] | 85 | 31.4 | 131 | 58.9 | ||
Original Equipment [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 834.6 | 394 | 1,322 | 769.3 | |||
Aftermarket [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 429.8 | 235.1 | 742.3 | 480.1 | |||
Total Americas [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 675 | 320.1 | 1,120.9 | 633.3 | |||
United States [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 581.9 | 274 | 962.7 | 543.2 | |||
Other Americas [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 93.1 | 46.1 | 158.2 | 90.1 | |||
EMEAI [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 319.8 | 209.3 | 570.9 | 433.6 | |||
Asia Pacific [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 269.6 | 99.7 | 372.5 | 182.5 | |||
Industrial Technologies and Services [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 829.6 | 427.6 | 1,333.6 | 832.7 | |||
Industrial Technologies and Services [Member] | Revenue Recognized at Point in Time [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | [2] | 750.1 | 396.2 | 1,209.6 | 773.8 | ||
Industrial Technologies and Services [Member] | Revenue Recognized over Time [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | [3] | 79.5 | 31.4 | 124 | 58.9 | ||
Industrial Technologies and Services [Member] | Original Equipment [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 502 | 289.7 | 805.2 | 563.5 | |||
Industrial Technologies and Services [Member] | Aftermarket [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 327.6 | 137.9 | 528.4 | 269.2 | |||
Industrial Technologies and Services [Member] | Total Americas [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 360.3 | 164.5 | 582.7 | 310.6 | |||
Industrial Technologies and Services [Member] | United States [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 289.8 | 129.1 | 466.9 | 245.6 | |||
Industrial Technologies and Services [Member] | Other Americas [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 70.5 | 35.4 | 115.8 | 65 | |||
Industrial Technologies and Services [Member] | EMEAI [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 247.1 | 178.9 | 447.7 | 369.9 | |||
Industrial Technologies and Services [Member] | Asia Pacific [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 222.2 | 84.2 | 303.2 | 152.2 | |||
Precision and Science Technologies [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 195.8 | 82 | 308.6 | 161.3 | |||
Precision and Science Technologies [Member] | Revenue Recognized at Point in Time [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | [2] | 195.8 | 82 | 308.6 | 161.3 | ||
Precision and Science Technologies [Member] | Revenue Recognized over Time [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | [3] | 0 | 0 | 0 | 0 | ||
Precision and Science Technologies [Member] | Original Equipment [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 169.1 | 79.9 | 268.1 | 156.5 | |||
Precision and Science Technologies [Member] | Aftermarket [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 26.7 | 2.1 | 40.5 | 4.8 | |||
Precision and Science Technologies [Member] | Total Americas [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 93.6 | 40.6 | 147.8 | 79.1 | |||
Precision and Science Technologies [Member] | United States [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 83.7 | 39.1 | 133 | 76.9 | |||
Precision and Science Technologies [Member] | Other Americas [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 9.9 | 1.5 | 14.8 | 2.2 | |||
Precision and Science Technologies [Member] | EMEAI [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 63.7 | 27.8 | 104.6 | 56 | |||
Precision and Science Technologies [Member] | Asia Pacific [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 38.5 | 13.6 | 56.2 | 26.2 | |||
High Pressure Solutions [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 21.5 | 119.5 | 117.8 | 255.4 | |||
High Pressure Solutions [Member] | Revenue Recognized at Point in Time [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | [2] | 21.5 | 119.5 | 117.8 | 255.4 | ||
High Pressure Solutions [Member] | Revenue Recognized over Time [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | [3] | 0 | 0 | 0 | 0 | ||
High Pressure Solutions [Member] | Original Equipment [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 3.5 | 24.4 | 16 | 49.3 | |||
High Pressure Solutions [Member] | Aftermarket [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 18 | 95.1 | 101.8 | 206.1 | |||
High Pressure Solutions [Member] | Total Americas [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 17.9 | 115 | 108.8 | 243.6 | |||
High Pressure Solutions [Member] | United States [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 17.3 | 105.8 | 98 | 220.7 | |||
High Pressure Solutions [Member] | Other Americas [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 0.6 | 9.2 | 10.8 | 22.9 | |||
High Pressure Solutions [Member] | EMEAI [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 2.3 | 2.6 | 6.4 | 7.7 | |||
High Pressure Solutions [Member] | Asia Pacific [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 1.3 | 1.9 | 2.6 | 4.1 | |||
Specialty Vehicle Technologies [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 217.5 | 0 | 304.3 | 0 | |||
Specialty Vehicle Technologies [Member] | Revenue Recognized at Point in Time [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | [2] | 212 | 0 | 297.3 | 0 | ||
Specialty Vehicle Technologies [Member] | Revenue Recognized over Time [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | [3] | 5.5 | 0 | 7 | 0 | ||
Specialty Vehicle Technologies [Member] | Original Equipment [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 160 | 0 | 232.7 | 0 | |||
Specialty Vehicle Technologies [Member] | Aftermarket [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 57.5 | 0 | 71.6 | 0 | |||
Specialty Vehicle Technologies [Member] | Total Americas [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 203.2 | 0 | 281.6 | 0 | |||
Specialty Vehicle Technologies [Member] | United States [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 191.1 | 0 | 264.8 | 0 | |||
Specialty Vehicle Technologies [Member] | Other Americas [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 12.1 | 0 | 16.8 | 0 | |||
Specialty Vehicle Technologies [Member] | EMEAI [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | 6.7 | 0 | 12.2 | 0 | |||
Specialty Vehicle Technologies [Member] | Asia Pacific [Member] | |||||||
Disaggregation of Revenue [Abstract] | |||||||
Disaggregated revenue | $ 7.6 | $ 0 | $ 10.5 | $ 0 | |||
[1] | For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA. Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020. | ||||||
[2] | 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 products delivery has occurred and services have been rendered.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 products delivery has occurred and services have been rendered. | ||||||
[3] | 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.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. |
Revenue from Contracts with C_4
Revenue from Contracts with Customers, Performance Obligations (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Ingersoll Rand Industrial [Member] | |
Revenue, Performance Obligation [Abstract] | |
Increase in accounts receivable | $ 575.6 |
Increase in allowance for doubtful accounts | 12.5 |
Increase in contract assets | 17.5 |
Increase in contract liabilities | 106.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-06-30 | |
Revenue, Performance Obligation [Abstract] | |
Remaining performance obligation amount | $ 378.3 |
Remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Performance Obligation [Abstract] | |
Remaining performance obligation amount | $ 277.8 |
Remaining performance obligation, expected timing of satisfaction, period |
Revenue from Contracts with C_5
Revenue from Contracts with Customers, Contract Balances (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Contract with Customer, Asset and Liability [Abstract] | ||
Accounts receivable | $ 922.2 | $ 459.1 |
Contract assets | 53.2 | 29 |
Contract liabilities | $ 163.4 | $ 51.7 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |||
Income Taxes [Abstract] | ||||||
(Loss) income before income taxes | $ (80.7) | $ 53.2 | [1] | $ (176.4) | $ 112.4 | [1] |
Provision for income taxes | $ 95.8 | $ 8.3 | $ 37 | $ 20.3 | ||
Effective income tax provision rate | (118.70%) | 15.60% | (21.00%) | 18.10% | ||
[1] | For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA. Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020. |
Supplemental Information (Detai
Supplemental Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Other Operating Expense, Net [Abstract] | |||||
Foreign currency transaction losses, net | $ 5.2 | $ 0.6 | $ 7.8 | $ 3.7 | |
Restructuring charges, net | [1] | 30.6 | 0.8 | 72.2 | 2.8 |
Shareholder litigation settlement recoveries | [2] | 0 | 0 | 0 | (6) |
Acquisition related expenses and non-cash charges | [3] | 13 | 17.1 | 68 | 18.7 |
Other, net | 1.1 | (0.3) | 2.6 | 0.8 | |
Total other operating expense, net | $ 49.9 | $ 18.2 | $ 150.6 | $ 20 | |
[1] | See Note 3 “Restructuring.” | ||||
[2] | Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014. | ||||
[3] | Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs), and non-cash charges and credits arising from fair value purchase accounting adjustments. |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Environmental Matters [Abstract] | ||
Undiscounted accrued liabilities | $ 9.2 | $ 6.6 |
Asbestos and Silica Related Litigation [Member] | ||
Asbestos and Silica Related Litigation [Abstract] | ||
Litigation reserve | 115.2 | 118.1 |
Insurance recovery receivable amount | $ 122.4 | $ 122.4 |
Segment Results (Details)
Segment Results (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)CountrySegment | Jun. 30, 2019USD ($) | ||||
Segment Results [Abstract] | |||||||
Number of reportable segments | Segment | 4 | ||||||
Number of countries with independent distributors | Country | 80 | ||||||
Segment Reporting [Abstract] | |||||||
Revenue | $ 1,264.4 | $ 629.1 | [1] | $ 2,064.3 | $ 1,249.4 | [1] | |
Adjusted EBITDA | 268.9 | 153.4 | [1] | 434.2 | 303.9 | [1] | |
Less items to reconcile Segment Adjusted EBITDA to (Loss) Income Before Income Taxes [Abstract] | |||||||
Interest expense | 30.8 | 22.4 | 57.9 | 44.8 | |||
Restructuring and related business transformation costs | 32.2 | 2 | 74.4 | 6.1 | |||
Acquisition related expenses and non-cash charges | [2] | 13 | 17.1 | 68 | 18.7 | ||
Stock-based compensation | 16.2 | 13.6 | |||||
Foreign currency transaction losses, net | 5.2 | 0.6 | 7.8 | 3.7 | |||
Loss on extinguishment of debt | 0 | 0.2 | 2 | 0.2 | |||
Shareholder litigation settlement recoveries | [3] | 0 | 0 | 0 | (6) | ||
(Loss) Income Before Income Taxes | (80.7) | 53.2 | [1] | (176.4) | 112.4 | [1] | |
Depreciation of rental equipment | 1.5 | 2.7 | |||||
Restructuring and Related Business Transformation Costs [Abstract] | |||||||
Restructuring charges | [4] | 30.6 | 0.8 | 72.2 | 2.8 | ||
Facility reorganization, relocation and other costs | 0.1 | 0.5 | 0.5 | 1.1 | |||
Other, net | 1.5 | 0.7 | 1.7 | 2.2 | |||
Total restructuring and related business transformation costs | 32.2 | 2 | 74.4 | 6.1 | |||
Stock-based compensation expense recognized | 12.7 | 6 | 16.2 | 13.6 | |||
Decrease in stock-based compensation expense due to costs associated with employer taxes | 0.5 | ||||||
Increase in stock-based compensation expense due to costs associated with employer taxes | 0.2 | 1.2 | |||||
Industrial Technologies and Services Segment [Member] | |||||||
Segment Reporting [Abstract] | |||||||
Revenue | 829.6 | 427.6 | 1,333.6 | 832.7 | |||
Precision and Science Technologies Segment [Member] | |||||||
Segment Reporting [Abstract] | |||||||
Revenue | 195.8 | 82 | 308.6 | 161.3 | |||
High Pressure Solutions Segment [Member] | |||||||
Segment Reporting [Abstract] | |||||||
Revenue | 21.5 | 119.5 | 117.8 | 255.4 | |||
Specialty Vehicle Technologies Segment [Member] | |||||||
Segment Reporting [Abstract] | |||||||
Revenue | 217.5 | 0 | 304.3 | 0 | |||
Operating Segments [Member] | Industrial Technologies and Services Segment [Member] | |||||||
Segment Reporting [Abstract] | |||||||
Revenue | 829.6 | 427.6 | [1] | 1,333.6 | 832.7 | [1] | |
Adjusted EBITDA | 183.8 | 96.7 | [1] | 278.6 | 182.2 | [1] | |
Operating Segments [Member] | Precision and Science Technologies Segment [Member] | |||||||
Segment Reporting [Abstract] | |||||||
Revenue | 195.8 | 82 | [1] | 308.6 | 161.3 | [1] | |
Adjusted EBITDA | 59.3 | 24.6 | [1] | 92.2 | 47.8 | [1] | |
Operating Segments [Member] | High Pressure Solutions Segment [Member] | |||||||
Segment Reporting [Abstract] | |||||||
Revenue | 21.5 | 119.5 | [1] | 117.8 | 255.4 | [1] | |
Adjusted EBITDA | (15.2) | 32.1 | [1] | 8.3 | 73.9 | [1] | |
Operating Segments [Member] | Specialty Vehicle Technologies Segment [Member] | |||||||
Segment Reporting [Abstract] | |||||||
Revenue | 217.5 | 0 | [1] | 304.3 | 0 | [1] | |
Adjusted EBITDA | 41 | 0 | [1] | 55.1 | 0 | [1] | |
Corporate [Member] | |||||||
Less items to reconcile Segment Adjusted EBITDA to (Loss) Income Before Income Taxes [Abstract] | |||||||
Corporate expenses not allocated to segments | 27.7 | 7.1 | [1] | 45.2 | 18.6 | [1] | |
Segment Reconciling Items [Member] | |||||||
Less items to reconcile Segment Adjusted EBITDA to (Loss) Income Before Income Taxes [Abstract] | |||||||
Interest expense | 30.8 | 22.4 | [1] | 57.9 | 44.8 | [1] | |
Depreciation and amortization expenses | [5] | 143 | 44.4 | [1] | 214.1 | 89.9 | [1] |
Restructuring and related business transformation costs | [6] | 32.2 | 2 | [1] | 74.4 | 6.1 | [1] |
Acquisition related expenses and non-cash charges | [7] | 95.9 | 17.1 | [1] | 192.1 | 18.7 | [1] |
Stock-based compensation | [8] | 12.7 | 6.2 | [1] | 15.7 | 14.8 | [1] |
Foreign currency transaction losses, net | 5.2 | 0.6 | [1] | 7.8 | 3.7 | [1] | |
Loss on extinguishment of debt | [9] | 0 | 0.2 | [1] | 2 | 0.2 | [1] |
Shareholder litigation settlement recoveries | [10] | 0 | 0 | [1] | 0 | (6) | [1] |
Other adjustments | [11] | 2.1 | 0.2 | [1] | 1.4 | 0.7 | [1] |
Restructuring and Related Business Transformation Costs [Abstract] | |||||||
Total restructuring and related business transformation costs | [6] | $ 32.2 | $ 2 | [1] | $ 74.4 | $ 6.1 | [1] |
[1] | For the three month period ended March 31, 2020, as a result of the acquisition of Ingersoll Rand Industrial, the Company changed its measurement methodology of Segment Adjusted EBITDA. Segment Adjusted EBITDA and the reconciliation to (Loss) Income Before Income Taxes was revised to conform to the methodology used for the three month period ended March 31, 2020. | ||||||
[2] | Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs), and non-cash charges and credits arising from fair value purchase accounting adjustments. | ||||||
[3] | Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014. | ||||||
[4] | See Note 3 “Restructuring.” | ||||||
[5] | Depreciation and amortization expense excludes $1.5 million and $2.7 million of depreciation of rental equipment for the three and six month periods ended June 30, 2020. | ||||||
[6] | Restructuring and related business transformation costs consist of the following. | ||||||
[7] | Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs) and non-cash charges and credits arising from fair value purchase accounting adjustments. | ||||||
[8] | Represents stock-based compensation expense recognized for the three month and six month periods ended June 30, 2020 of $12.7 million and $16.2 million, respectively, decreased by $0.5 million for the six month period ended June 30, 2020 due to costs associated with employer taxes. | ||||||
[9] | Represents losses on extinguishment of a portion of the U.S. term loan and the amendment of the revolving credit facility. | ||||||
[10] | Represents an insurance recovery of the Company’ shareholder litigation settlement in 2014. | ||||||
[11] | Includes (i) effects of amortization of prior service costs and amortization of losses in pension and other postemployment (“OPEB”) expense, (ii) certain legal and compliance costs and (iii) other miscellaneous adjustments. |
Related Party Transactions (Det
Related Party Transactions (Details) - KKR [Member] € in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020USD ($) | Jun. 30, 2020EUR (€) | Jun. 30, 2020USD ($) | |
Related Party Transaction, Due to Related Party [Abstract] | |||
Underwriting fees | $ 0.8 | $ 7.5 | |
Lender in Senior Secured Credit Facilities [Member] | Euro Term Loan Facility [Member] | |||
Related Party Transaction, Due to Related Party [Abstract] | |||
Related party transaction amount | € | € 44.9 | ||
Lender in Senior Secured Credit Facilities [Member] | Dollar Term Loan B Facility [Member] | |||
Related Party Transaction, Due to Related Party [Abstract] | |||
Related party transaction amount | $ 39.9 |
(Loss) Earnings Per Share (Deta
(Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
(Loss) Earnings Per Share [Abstract] | ||||
Net (loss) income attributable to Ingersoll Rand Inc. | $ (177.6) | $ 44.9 | $ (214.4) | $ 92.1 |
Average shares outstanding [Abstract] | ||||
Basic (in shares) | 417 | 203.4 | 347.2 | 202.5 |
Diluted (in shares) | 417 | 208.9 | 347.2 | 208.4 |
Earnings per share [Abstract] | ||||
Basic (in dollars per share) | $ (0.43) | $ 0.22 | $ (0.62) | $ 0.45 |
Diluted (in dollars per share) | $ (0.43) | $ 0.21 | $ (0.62) | $ 0.44 |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of diluted loss per share (in shares) | 3.8 | 1.8 | 3.9 | 1.8 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Jul. 17, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Feb. 28, 2020 |
Stock Issued or Granted During Period [Abstract] | ||||
Payments for repurchase of stock, aggregate price | $ 1.3 | $ 17.1 | ||
Ingersoll-Rand India Limited [Member] | ||||
Stock Issued or Granted During Period [Abstract] | ||||
Percentage of ownership by non-controlling owners | 74.00% | 74.00% | ||
Subsequent Event [Member] | Ingersoll-Rand India Limited [Member] | ||||
Stock Issued or Granted During Period [Abstract] | ||||
Percentage of outstanding stock, tendered in offering | 6.00% | |||
Payments for repurchase of stock, aggregate price | $ 14.9 | |||
Percentage of ownership by non-controlling owners | 80.00% |