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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this Form 10-Q may contain “forward-looking statements” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts included in this Form 10-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “estimates,” “expects,” “contemplates,” “will,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth under “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) and under “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC, and are accessible on the SEC’s website at www.sec.gov, and also include the following:
•We have exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our revenues, liquidity, suppliers and customers.
•More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political, regulatory and other risks of international operations.
•Information systems failure or disruption, due to cyber terrorism or other actions, may adversely impact our business and result in financial loss to the Company or liability to our customers.
•Acquisitions, including integrating such acquisitions, and dispositions create certain risks and may affect our operating results.
•The nature of our products creates the possibility of significant product liability, warranty claims, and product recalls, which could harm our business.
•A natural disaster, catastrophe, pandemic, or other event could adversely affect our operations.
•Large or rapid increases in the cost of raw materials and component parts, substantial decreases in their availability or our dependence on particular suppliers of raw materials and component parts could materially and adversely affect our operating results.
•We face competition in the markets we serve, which could materially and adversely affect our operating results.
•Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows.
•If we are unable to develop new products and technologies, our competitive position may be impaired, which could materially and adversely affect our sales and market share.
•Shareholder, customer and regulatory agency emphasis on environmental, social, and governance responsibility may impose additional costs on us or expose us to new risks.
•Uncertainties with respect to the development, and use of artificial intelligence in our business and products may result in harm to our business and reputation.
•Our business could suffer if we experience employee work stoppages, union and work council campaigns or other labor difficulties.
•Changes in tax laws and regulations, or adverse determinations by taxing or other governmental authorities could increase our effective tax rate and cash taxes paid or otherwise affect our financial condition or operating results.
•Our success depends on our ability to attract, retain and develop key personnel and other talent throughout the Company.
•The risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant impact on our results of operations, financial condition or strategic objectives.
•Third parties may infringe upon our intellectual property or may claim we have infringed their intellectual property, and we may expend significant resources enforcing or defending our rights or suffer competitive injury.
•The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business.
•Our ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and we may fail to realize the cost savings and increased efficiencies that we expect to result from these actions. Our operating results could be negatively affected by our inability to effectively implement such restructuring plans and other cost savings initiatives.
•Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-price contracts for custom engineered products.
•Our operating results could be adversely affected by a loss or reduction of business with key customers or consolidation or the vertical integration of our customer base.
•Credit and counterparty risks could harm our business.
•A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired.
•Environmental compliance costs and liabilities could adversely affect our financial condition.
•We face risks associated with our pension and other postretirement benefit obligations.
•Our indebtedness could have important adverse consequences and adversely affect our financial condition.
•We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
•Despite our level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities. This could further exacerbate the risks to our financial condition.
•Our fixed rate to floating rate swap contracts subject us to risks related to interest rate risk, counterparty credit worthiness and non-performance on these instruments.
•If the syndicate of financial institutions which are parties to our Revolving Credit Facility (as defined herein) fail to extend credit under our Revolving Credit Facility, our liquidity and results of operations may be adversely affected.
We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-looking statements in this report apply only as of the date of this report or as of the date they were made and, except as required by applicable law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
All references to “we,” “us,” “our,” the “Company” or “Ingersoll Rand” in this Quarterly Report on Form 10-Q mean Ingersoll Rand Inc. and its subsidiaries, unless the context otherwise requires.
Website Disclosure
We use our website www.irco.com as a channel of distribution of Company information. Financial and other important information regarding us is routinely accessible through and posted on our website. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Ingersoll Rand Inc. when you enroll your email address by visiting the “Investor Alerts” section of our website at investors.irco.com. The contents of our website are not, however, a part of this Quarterly Report on Form 10-Q.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share amounts)
| | | | | | | | | | | | |
|
| 2025 | | 2024 | |
| Revenues | $ | | | | $ | | | |
| Cost of sales | | | | | | |
| Gross Profit | | | | | | |
| Selling and administrative expenses | | | | | | |
| Amortization of intangible assets | | | | | | |
| | | | |
| Other operating expense, net | | | | | | |
| Operating Income | | | | | | |
| Interest expense | | | | | | |
| | | | |
| Other income, net | () | | | () | | |
| Income Before Income Taxes | | | | | | |
| Provision for income taxes | | | | | | |
| Loss on equity method investments | () | | | () | | |
| | | | |
| | | | |
| Net Income | | | | | | |
| Less: Net income attributable to noncontrolling interests | | | | | | |
| Net Income Attributable to Ingersoll Rand Inc. | $ | | | | $ | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Basic earnings per share | | | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Diluted earnings per share | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited; in millions)
| | | | | | | | | | | | |
|
| 2025 | | 2024 | |
| Comprehensive Income Attributable to Ingersoll Rand Inc. | | | | |
| Net income attributable to Ingersoll Rand Inc. | $ | | | | $ | | | |
| Other comprehensive income (loss), net of tax: | | | | |
| Foreign currency translation adjustments, net | | | | () | | |
| Unrecognized loss on cash flow hedges | () | | | () | | |
| Pension and other postretirement prior service cost and gain (loss), net | () | | | () | | |
| Total other comprehensive income (loss), net of tax | | | | () | | |
| Comprehensive income attributable to Ingersoll Rand Inc. | $ | | | | $ | | | |
| Comprehensive Income Attributable to Noncontrolling Interests | | | | |
| Net income attributable to noncontrolling interests | $ | | | | $ | | | |
| Other comprehensive income (loss), net of tax: | | | | |
| Foreign currency translation adjustments, net | | | | () | | |
| Total other comprehensive income (loss), net of tax | | | | () | | |
| Comprehensive income attributable to noncontrolling interests | | | | | | |
| Total Comprehensive Income | $ | | | | $ | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions, except share amounts)
| | | | | | | | | | | |
| March 31, 2025 | | December 31, 2024 |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | | | | $ | | |
Accounts receivable, net of allowance for credit losses of $ and $, respectively | | | | | |
| Inventories | | | | | |
| Other current assets | | | | | |
|
| Total current assets | | | | | |
Property, plant and equipment, net of accumulated depreciation of $ and $, respectively | | | | | |
| Goodwill | | | | | |
| Other intangible assets, net | | | | | |
| Deferred tax assets | | | | | |
| Other assets | | | | | |
|
| Total assets | $ | | | | $ | | |
| Liabilities and Stockholders’ Equity | | | |
| Current liabilities: | | | |
| Short-term borrowings and current maturities of long-term debt | $ | | | | $ | | |
| Accounts payable | | | | | |
| Accrued liabilities | | | | | |
|
| Total current liabilities | | | | | |
| Long-term debt, less current maturities | | | | | |
| Pensions and other postretirement benefits | | | | | |
| Deferred income tax liabilities | | | | | |
| Other liabilities | | | | | |
|
| Total liabilities | $ | | | | $ | | |
Commitments and contingencies (Note 18) | | | | | |
| Stockholders’ equity | | | |
Common stock, $ par value; shares authorized; and shares issued as of March 31, 2025 and December 31, 2024, respectively | | | | | |
| Capital in excess of par value | | | | | |
| Retained earnings | | | | | |
| Accumulated other comprehensive loss | () | | | () | |
Treasury stock at cost; and shares as of March 31, 2025 and December 31, 2024, respectively | () | | | () | |
| Total Ingersoll Rand Inc. stockholders’ equity | $ | | | | $ | | |
| Noncontrolling interests | | | | | |
| Total stockholders’ equity | $ | | | | $ | | |
| Total liabilities and stockholders’ equity | $ | | | | $ | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited; in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Month Period Ended March 31, 2025 |
| Common Stock | | Capital in Excess of Par Value | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Treasury Stock | | Total Ingersoll Rand Inc. Stockholders’ Equity | | Noncontrolling Interests | | Total Equity |
| Shares Issued | | Par | | | | | | | |
| Balance at beginning of period | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | | | $ | | |
| Net income | — | | | — | | | — | | | | | | — | | | — | | | | | | | | | | |
| Dividends declared | — | | | — | | | — | | | () | | | — | | | — | | | () | | | — | | | () | |
| Issuance of common stock for stock-based compensation plans | | | | — | | | | | | — | | | — | | | — | | | | | | — | | | | |
| Purchases of treasury stock | — | | | — | | | — | | | — | | | — | | | () | | | () | | | — | | | () | |
| Issuance of treasury stock for stock-based compensation plans | — | | | — | | | () | | | — | | | — | | | | | | | | | — | | | | |
| Stock-based compensation | — | | | — | | | | | | — | | | — | | | — | | | | | | — | | | | |
| Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | | | | — | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Balance at end of period | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Month Period Ended March 31, 2024 |
| Common Stock | | Capital in Excess of Par Value | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Treasury Stock | | Total Ingersoll Rand Inc. Stockholders’ Equity | | Noncontrolling Interests | | Total Equity |
| Shares Issued | | Par | | | | | | | |
| Balance at beginning of period | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | | | $ | | |
| Net income | — | | | — | | | — | | | | | | — | | | — | | | | | | | | | | |
| Dividends declared | — | | | — | | | — | | | () | | | — | | | — | | | () | | | — | | | () | |
| Issuance of common stock for stock-based compensation plans | | | | — | | | | | | — | | | — | | | — | | | | | | — | | | | |
| Purchases of treasury stock | — | | | — | | | — | | | — | | | — | | | () | | | () | | | — | | | () | |
| Issuance of treasury stock for stock-based compensation plans | — | | | — | | | () | | | — | | | — | | | | | | | | | — | | | | |
| Stock-based compensation | — | | | — | | | | | | — | | | — | | | — | | | | | | — | | | | |
| Other comprehensive loss, net of tax | — | | | — | | | — | | | — | | | () | | | — | | | () | | | () | | | () | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Balance at end of period | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | | | $ | | | | $ | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
| | | | | | | | | | | |
| For the Three Month Period Ended March 31, |
| 2025 | | 2024 |
| Cash Flows From Operating Activities: | | | |
| Net income | $ | | | | $ | | |
|
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | | |
| Amortization of intangible assets | | | | | |
| Depreciation | | | | | |
|
|
| Stock-based compensation expense | | | | | |
| Loss on equity method investments | | | | | |
| Foreign currency transaction losses (gains), net | | | | () | |
| Non-cash adjustments to carrying value of LIFO inventories | | | | | |
|
|
| Other non-cash adjustments | | | | | |
| Changes in assets and liabilities: | | | |
| Receivables | | | | () | |
| Inventories | () | | | () | |
| Accounts payable | () | | | () | |
| Accrued liabilities | | | | () | |
| Other assets and liabilities, net | () | | | () | |
| Net cash provided by operating activities | | | | | |
| Cash Flows Used In Investing Activities: | | | |
| Capital expenditures | () | | | () | |
| Net cash paid in acquisitions | () | | | () | |
|
|
| Net cash used in investing activities | () | | | () | |
| Cash Flows Used In Financing Activities: | | | |
| Principal payments on long-term debt | | | | () | |
|
| Purchases of treasury stock | () | | | () | |
| Cash dividends on common shares | () | | | () | |
| Proceeds from stock option exercises | | | | | |
|
| Payments of deferred and contingent acquisition consideration | () | | | () | |
|
|
| Other financing | | | | () | |
| Net cash used in financing activities | () | | | () | |
|
|
|
|
|
| Effect of exchange rate changes on cash and cash equivalents | | | | () | |
| Net increase (decrease) in cash and cash equivalents | | | | () | |
| Cash and cash equivalents, beginning of period | | | | | |
| Cash and cash equivalents, end of period | $ | | | | $ | | |
| Supplemental Cash Flow Information | | | |
| Cash paid for income taxes, net of refunds | $ | | | | $ | | |
| Cash paid for interest, net of interest rate derivative settlements | | | | | |
|
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| | | | |
)))| | |
The aggregate revenue and operating income (loss) included in the condensed consolidated financial statements for these acquisitions subsequent to the dates of acquisition was $ million and $() million for the three month period ended March 31, 2025, respectively. The operating loss of these acquired businesses include the effects of acquisition-related accounting adjustments such as amortization of intangible assets and fair value adjustments to acquired inventory.
Acquisitions in 2024
On February 1, 2024, the Company completed the acquisition of Friulair S.r.l. (“Friulair”) for initial cash consideration of $ million and contingent consideration of up to approximately $ million. The business is a manufacturer of dryers, filters, aftercoolers, and accessories for the treatment of compressed air and its chiller product line. The acquisition is intended to increase the scale of the Company’s air dryer business and will add new chiller production capabilities. Friulair has been reported within the Industrial Technologies and Services segment. The goodwill arising from the acquisition is primarily attributable to revenue and cost synergies, anticipated growth of new and existing customers, and the assembled workforce. Substantially all of this goodwill is expected to be deductible for tax purposes.
On April 1, 2024, the Company completed the acquisition of Controlled Fluidics, LLC (“Controlled Fluidics”) for initial cash consideration of $ million and contingent consideration of up to $ million. The business specializes in thermoplastic, high-performance plastic bonding and custom plastic assembly products for life science, medical, aerospace, and industrial applications. The acquisition will complement Ingersoll Rand’s current life science offerings and increase the Company’s market share in high-growth, sustainable end markets. Controlled Fluidics has been reported within the Precision and Science Technologies segment.
On April 2, 2024, the Company completed the acquisition of Ethafilter s.r.l. (“Ethafilter”) for cash consideration of $ million. The business primarily produces filters and filter elements that can be used with all major brands in the compressed air sector. The acquisition will expand Ingersoll Rand’s product portfolio, extend its reach in highly attractive end markets with the addition of sterile filter technology, and drive ongoing growth from aftermarket services and offerings. Ethafilter has been reported within the Industrial Technologies and Services segment.
million. The business is a provider of compressed air services. Air Systems has been reported within the Industrial Technologies and Services segment.On May 31, 2024, the Company completed the acquisition of Complete Air and Power Solutions (“CAPS”) for cash consideration of $ million. The business is a provider of compressed air and power generation services. The acquisition is expected to expand the Company’s channel within Australia. CAPS has been reported within the Industrial Technologies and Services segment.
On May 31, 2024, the Company completed the acquisition of Fruvac Ltd. (“Fruitland Manufacturing”) for cash consideration of $ million. The business is a manufacturer of mobile and truck mounted vacuum pumps, systems, and peripheral parts. The acquisition is expected to expand the Company’s capabilities to include low flow applications in the mobile vacuum market. Fruitland Manufacturing has been reported within the Industrial Technologies and Services segment.
On June 1, 2024, the Company completed the acquisition of Del PD Pumps & Gear Pvt Ltd. (“Del Pumps”) for cash consideration of $ million. The business is a manufacturer of rotary, twin, and triple gear pumps for the loading, unloading, transfer, and pressurization of liquids. The acquisition will complement the Company’s portfolio of mission critical, high margin pumping solutions across life science, food and beverage, medical, natural gas, and wastewater treatment industries. Del Pumps has been reported within the Precision and Science Technologies segment.
On June 3, 2024, the Company completed the acquisition of Astronaut Topco, LP and Astronaut Topco GP, LLC (collectively “ILC Dover”) for initial cash consideration of $ million and contingent consideration of up to $ million. ILC Dover’s offerings include solutions for biopharmaceutical, pharmaceutical, and medical device markets as well as products for the space industry and has been reported in the Precision and Science Technologies segment. The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $ million and technology of $ million and will be amortized over the estimated remaining useful lives of years and years, respectively. The amount allocated to indefinite-lived intangible assets represents the estimated fair values of tradenames of $ million and goodwill of $ million. The goodwill arising from the acquisition is primarily attributable to revenue and cost synergies, anticipated growth of new and existing customers, and the assembled workforce. The majority of this goodwill is expected to be deductible for tax purposes.
On October 1, 2024, the Company completed the acquisition of Air Power Systems Co LLC (“APSCO”) for cash consideration of $ million. The business is a provider of hydraulic and pneumatic products and engineered solutions serving diverse specialty work truck vehicles. APSCO’s offerings include hydraulic coolers, systems, and components in addition to pneumatic consoles, cylinders, valves, and switches. The acquisition will expand Ingersoll Rand’s position in the dry and liquid bulk markets with energy efficient, innovative solutions. APSCO has been reported within the Industrial Technologies and Services segment. The majority of this goodwill is expected to be deductible for tax purposes.
On October 1, 2024, the Company completed the acquisition of Blutek S.r.l. (“Blutek”) for cash consideration of $ million. The business specializes in the design and production of highly engineered solutions for compressed air and nitrogen generation in mission-critical environments. The acquisition will increase Ingersoll Rand’s ability to compete in high specification projects, adding technology capabilities, expertise, and aftermarket potential in high-growth end markets including biogas and carbon capture. Blutek has been reported within the Industrial Technologies and Services segment.
On October 1, 2024, the Company completed the acquisition of UT Pumps & Systems Private Ltd. (“UT Pumps”) for cash consideration of $ million. The business is a manufacturer of screw pumps and triplex plunger pumps. The acquisition adds new pump technology to Ingersoll Rand’s portfolio. Its high-pressure pumps are mainly focused on attractive end markets including water, wastewater, food and beverage, pharmaceuticals, general industrial, and chemicals. UT Pumps has been reported within the Precision and Science Technologies segment.
On October 31, 2024, the Company completed the acquisition of Penn Valley Pump Co., LLC (“Penn Valley Pumps”) for cash consideration of $ million. The business is a manufacturer of positive displacement pumps with its Double Disc Pump technology for use in the municipal, industrial, chemical, and food industries. Penn Valley Pumps has been reported within the Precision and Science Technologies segment.
Other acquisitions completed during the year ended December 31, 2024 include several sales and service businesses and a manufacturer of vacuum pumps and accessories, substantially all of which have been reported within the Industrial Technologies and Services segment. The aggregate consideration for these acquisitions was $ million.
| | $ | | | | $ | | | | $ | | | | $ | | | | Inventories | | | | | | | | | | | | | | |
| Other current assets | | | | | | | | | | | | | | |
| Property, plant and equipment | | | | | | | | | | | | | | |
| Goodwill | | | | | | | | | | | | | | |
| Other intangible assets | | | | | | | | | | | | | | |
| Other assets | | | | | | | | | | | | | | |
| Total current liabilities | () | | | () | | | () | | | () | | | () | |
| Deferred tax liabilities | () | | | () | | | | | | () | | | () | |
| Other noncurrent liabilities | () | | | () | | | () | | | () | | | () | |
| Total consideration | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
The revenues included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was $ million and $ million for the three month periods ended March 31, 2025 and 2024, respectively. The operating income included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was $ million and $ million for the three month periods ended March 31, 2025 and 2024, respectively. The operating income of these acquired businesses include the effects of acquisition-related accounting adjustments such as amortization of intangible assets and fair value adjustments to acquired inventory.
Note 3.
| | $ | | | | | Precision and Science Technologies | | | | | | |
| Corporate | () | | | | | |
| Restructuring charges, net | $ | | | | $ | | | | The following table summarizes the activity associated with the Company’s restructuring programs for the three month periods ended March 31, 2025 and 2024.
| | | | | | | | | | | | |
|
| 2025 | | 2024 | |
| Balance at beginning of period | $ | | | | $ | | | |
| Charged to expense - termination benefits | | | | | | |
| Charged to expense - other | | | | | | |
| Payments | () | | | () | | |
| Currency translation adjustment and other | | | | () | | |
| Balance at end of period | $ | | | | $ | | | |
Note 4.
| | $ | | | |
| | | | |
| Provision charged to expense | | | | | | |
| Write-offs, net of recoveries | () | | | () | | |
| Foreign currency translation and other | | | | () | | |
| Balance at end of the period | $ | | | | $ | | | |
|
|
| | | | | | |
| | |
(1)Includes measurement period adjustments
As of both March 31, 2025 and December 31, 2024, goodwill included accumulated impairment losses of $ million within the Industrial Technologies and Services segment.
| | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | | Technology | | | | () | | | | | | | | | () | | | | |
| Tradenames | | | | () | | | | | | | | | () | | | | |
| Backlog | | | | () | | | | | | | | | () | | | | |
| Other | | | | () | | | | | | | | | () | | | | |
| Unamortized intangible assets | | | | | | | | | | | |
| Tradenames | | | | — | | | | | | | | | — | | | | |
| Total other intangible assets | $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | |
Intangible Asset Impairment Considerations
As of March 31, 2025 and December 31, 2024, there were no indications that the carrying value of goodwill and other intangible assets may not be recoverable. The current macro-economic uncertainty increases the risk of negative changes in forecast estimates, or the need to apply alternative assumptions in future periods. reporting units in our Precision and Science Technologies segment have limited cushions due to the fair values assigned from the recent ILC Dover acquisition. This results in elevated impairment risk for the goodwill of these reporting units and their associated other intangible assets.
Note 7.
million and $ million of outstanding payment obligations, respectively, that were sold to the financial institution by participating suppliers.
Note 8.
| | $ | | | | Contract liabilities | | | | | |
| Product warranty | | | | | |
| Operating lease liabilities | | | | | |
| Restructuring | | | | | |
| Taxes | | | | | |
| Accrued interest | | | | | |
| Other | | | | | |
| Total accrued liabilities | $ | | | | $ | | |
| | $ | | | | | Product warranty accruals | | | | | | |
| | | | |
| Settlements | () | | | () | | |
| Foreign currency translation and other | | | | () | | |
| Balance at end of period | $ | | | | $ | | | | Note 9.
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Interest cost | | | | | | | | | | | | | | | | | |
| Expected return on plan assets | () | | | () | | | () | | | () | | | | | | | |
| Recognition of: | | | | | | | | | | | |
| Unrecognized prior service cost | | | | | | | | | | | | | () | | | | |
| Unrecognized net actuarial loss | | | | | | | () | | | () | | | () | | | () | |
| | | | | | | | |
| | | | | | | | |
| $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
Note 10.
| | $ | | | | Long-term debt: | | | |
|
|
|
|
% Senior Notes, due June 2027(1) | | | | | |
% Senior Notes, due August 2028(1) | | | | | |
% Senior Notes, due June 2029(1) | | | | | |
% Senior Notes, due June 2031(1) | | | | | |
% Senior Notes, due August 2033(1) | | | | | |
% Senior Notes, due June 2034(1) | | | | | |
% Senior Notes, due June 2054(1) | | | | | |
| Finance leases and other long-term debt | | | | | |
| Swap valuation adjustments | | | | () | |
| Unamortized debt issuance costs | () | | | () | |
| Total long-term debt, net, including current maturities | | | | | |
| Current maturities of long-term debt | | | | | |
| Total long-term debt, net | $ | | | | $ | | |
(1)This amount is net of unamortized discounts. Total unamortized discounts aggregated to $ million and $ million as of March 31, 2025 and December 31, 2024, respectively.
Senior Notes
On May 10, 2024, the Company issued $ million in aggregate principal amount of senior unsecured notes comprised of $ million aggregate principal amount of % Senior Notes due 2027 (the “2027 Notes”), $ million aggregate principal amount of % Senior Notes due 2029 (the “2029 Notes”), $ million aggregate principal amount of % Senior Notes due 2031 (the “2031 Notes”), $ million aggregate principal amount of % Senior Notes due 2034 (the “2034 Notes”) and $ million aggregate principal amount of % Senior Notes due 2054 (the “2054 Notes” and, together with the 2027 Notes, 2029 Notes, 2031 Notes and 2034 Notes, the “New Notes,” and collectively with the existing senior unsecured notes, the “Senior Notes”). The Company used the net proceeds of the 2034 Notes and the 2054 Notes to repay in full all indebtedness under, and terminate all commitments and discharge and release all guarantees in respect of, the Company’s former senior secured credit facilities and used the remaining net proceeds of such New Notes for general corporate purposes. The Company used the net proceeds of the 2027 Notes, the 2029 Notes and the 2031 Notes to partially fund the cash consideration of the acquisition of ILC Dover, with any remaining cash consideration funded with cash on hand. The New Notes were issued pursuant to a base indenture, dated as of August 14, 2023 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the third supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “New Indenture”) dated as of May 10, 2024, between the Company and the Trustee. The interest payment dates for the New Notes are June 15 and December 15 of each year, with interest payable in arrears.
On August 14, 2023, the Company completed its issuance of $ million in aggregate principal amount of senior unsecured notes comprised of $ million aggregate principal amount of % Senior Notes due August 2028 (the “2028 Senior Notes”) and $ million aggregate principal amount of % Senior Notes due August 2033 (the “2033 Senior Notes” and, together with the 2028 Senior Notes, the “Existing Notes”). The Company used the proceeds of the offering of the Existing Notes to repay a portion of the amounts outstanding under its former senior secured credit facilities. The Existing Notes were issued pursuant to the Base Indenture, as supplemented by a 2028 Supplemental Indenture No. 1 with respect to the 2028 Senior Notes and a 2033 Senior Notes Supplemental Indenture No. 1 with respect to the 2033 Senior Notes, each dated as of August 14, 2023, between the Company and the Trustee (collectively, the “Existing Indenture”). The interest payment dates for the Senior Notes are February 14 and August 14 of each year, with interest payable in arrears.
Prior to (i) May 15, 2027, in the case of the 2027 Notes, (ii) July 14, 2028, in the case of the 2028 Senior Notes, (iii) May 15, 2029, in the case of the 2029 Notes, (iv) April 15, 2031, in the case of the 2031 Notes, (v) May 14, 2033, in the case of the 2033 Senior Notes, (vi) March 15, 2034, in the case of the 2034 Notes, and (vii) December 15, 2053, in the case of the 2054 Notes, the Company may redeem the Senior Notes of a series at its option, in whole or in part, at any time from time to time, at a “make-
% of the principal amount of the Senior Notes of such series to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date. Additionally, if the Company experiences certain types of change of control transactions, the Company must offer to repurchase the Senior Notes at % of the aggregate principal amount of the Senior Notes repurchased (or such higher amount as the Company may determine) plus accrued and unpaid interest thereon to, but not including, the date of repurchase.The Senior Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other senior unsecured indebtedness from time to time outstanding, senior in right of payment to all of the Company’s subordinated indebtedness from time to time outstanding, and effectively junior to all of the indebtedness and other liabilities of the Company’s subsidiaries from time to time outstanding and to all of the Company’s secured indebtedness from time to time outstanding to the extent of the value of the assets securing such secured indebtedness.
The Existing Indenture and New Indenture contain covenants that limit the Company’s (and its subsidiaries’) ability to, among other things: (i) create liens on certain assets; (ii) consolidate, merge, sell or otherwise dispose of all or substantially all of its consolidated assets; and (iii) enter into sale and leaseback transactions with respect to certain assets, as well as customary events of default and covenants for an issuer of investment grade debt securities.
Revolving Credit Facility
On May 10, 2024, the Company entered into a credit agreement (the “Revolving Credit Facility”), with the lenders party thereto and Citibank, N.A., as administrative agent. The Revolving Credit Facility provides for a senior unsecured revolving facility in an aggregate committed amount of $ million, a portion of which is available for the issuance of letters of credit in U.S. dollars, EUR or GBP. The Revolving Credit Facility will mature on May 10, 2029, subject to up to additional extensions pursuant to the terms of the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility (other than borrowings in EUR or GBP) bear interest at a rate determined, at the Company’s option, based on either (i) an alternate base rate or (ii) a Term SOFR rate with a % per annum Term SOFR adjustment, plus, in each case, an applicable margin that varies depending on the credit rating of the Company. Borrowings under the Revolving Credit Facility in EUR (if any) bear interest at a EURIBOR rate, plus, in each case, an applicable margin that varies depending on the credit rating of the Company. Borrowings under the Revolving Credit Facility in GBP (if any) bear interest at a daily simple SONIA rate plus, in each case, an applicable margin that varies depending on the credit rating of the Company.
The financial covenant in the Revolving Credit Facility requires the Company to maintain, as of the last day of each fiscal quarter, a ratio of adjusted consolidated total net debt to consolidated adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) of not more than to 1.00, provided that the Company may elect to increase such ratio to to 1.00 following a qualified acquisition up to two times, each for a period of four fiscal quarters beginning with the quarter during which such qualified acquisition is consummated (and if the second election occurs during the first increase period, such increase will be effective for a total of eight consecutive fiscal quarters).
As of March 31, 2025, the aggregate amount of commitments under the Revolving Credit Facility was $ million and the capacity under the Revolving Credit Facility to issue letters of credit was $ million. As of March 31, 2025, the Company had outstanding borrowings under the Revolving Credit Facility, outstanding letters of credit under the Revolving Credit Facility and unused availability under the Revolving Credit Facility of $ million.
As of March 31, 2025, we were in compliance with all covenants under our Senior Notes and Revolving Credit Facility.
Commercial Paper Program
On August 13, 2024, the Company established a commercial paper program (the “Commercial Paper Program”), pursuant to which it may issue short-term, unsecured commercial paper notes in a maximum aggregate principal amount of $ million, with maturities of up to days from the date of issuance. The proceeds of the notes issued under the Commercial Paper Program may be used for various purposes including acquisitions. The Company had outstanding borrowings under the Commercial Paper Program as of March 31, 2025.
billion at March 31, 2025 and December 31, 2024. The Company measures the fair value of its debt instruments for disclosure purposes based upon observable market prices quoted on public exchanges for similar assets. These fair value inputs are considered Level 2 within the fair value hierarchy. See Note 14, “Fair Value Measurements” for information on the fair value hierarchy.Note 11.
million and $ million, respectively. These costs are included in “Cost of sales” and “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations.As of March 31, 2025, there was $ million of total unrecognized compensation expense related to outstanding stock options, restricted stock unit awards and performance stock unit awards granted to employees and non-employee directors, as well as conditional stock options awarded during the third quarter of 2022 to our Chairman and CEO in which the service date precedes the grant date, and will be granted upon achievement of certain performance targets. These stock options have not been included in the Stock Option Awards section below since the grant date has not occurred.
Stock Option Awards
Stock options are granted to employees with an exercise price equal to the fair value of the Company’s per share common stock on the date of grant. Stock option awards typically vest over or and expire from the date of grant.
| | $ | | | |
| Granted | | | | | |
| Exercised or settled | () | | | | |
| Forfeited | () | | | | |
| Expired | () | | | | |
| Stock options outstanding as of March 31, 2025 | | | | | |
| | | |
| Vested as of March 31, 2025 | | | | | |
- | - | | Risk-free interest rate | % - % | | % |
| Assumed volatility | % - % | | % - % |
| Expected dividend rate | | % | | | % |
Restricted Stock Unit Awards
Restricted stock units are granted to employees and non-employee directors based on the market price of the Company’s common stock on the grant date and recognized in compensation expense over the vesting period.
| | $ | | | |
| Granted | | | | | |
| Vested | () | | | | |
| Forfeited | () | | | | |
| Non-vested as of March 31, 2025 | | | | | |
Performance Stock Unit (“PSUs”) Awards
Annually, during the first quarter, the Company grants TSR PSUs to certain officers in which the number of shares issued at the end of the performance period is determined by the Company’s total shareholder return percentile rank versus the S&P 500 index for the 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.
During the third quarter of 2022, the Company granted Special TSR PSUs to its Chairman and CEO that will become earned (but not vested) on the first date during the performance period on which the sum of (i) the -day volume-weighted average closing price of the Company’s common stock, plus (ii) the cumulative value of any dividends paid during the performance period equals or exceeds $. 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 share price performance goal was achieved on March 6, 2024, but the PSUs will not vest until September 1, 2027, generally subject to Mr. Reynal’s continued employment through such date. The Company also granted its Chairman and CEO Special EPS PSUs that are eligible to vest based on the level of compounded annual growth rate of the Company’s Adjusted EPS during the performance period. The grant date fair value of these awards is based on the market price of the Company’s common stock on the grant date and recognized as a compensation expense over a year period.
| | $ | | | | Granted | | | | | |
| Change in units based on performance | | | | | |
| Vested | () | | | | |
|
| Non-vested as of March 31, 2025 | | | | | |
| | | Risk-free interest rate | % | | | % |
| Assumed volatility | % | | | % |
| Expected dividend rate | | % | | | % |
Note 12.
| | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | () | | | Unrecognized losses on cash flow hedges | () | | | () | | | () | | | () | | | | | | () | |
| Pension and other postretirement benefit prior service cost and gain or loss, net | () | | | | | | () | | | () | | | | | | () | |
| Other comprehensive income (loss) | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | () | |
The tables above include only the other comprehensive income (loss), net of tax, attributable to Ingersoll Rand Inc. Other comprehensive income (loss), net, attributable to noncontrolling interest holders was $ million and $() million for the three month periods ended March 31, 2025 and 2024, respectively, and related entirely to foreign currency translation adjustments.
) | | $ | | | | $ | | | | $ | () | | | Other comprehensive income (loss) before reclassifications | | | | () | | | () | | | | |
| Amounts reclassified from accumulated other comprehensive loss | () | | | () | | | () | | | () | |
| Other comprehensive income (loss) | | | | () | | | () | | | | |
| | | | |
| Balance as of March 31, 2025 | $ | () | | | $ | | | | $ | | | | $ | () | |
) | | $ | | | | $ | | | | $ | () | | | Other comprehensive income (loss) before reclassifications | () | | | | | | () | | | () | |
| Amounts reclassified from accumulated other comprehensive loss | () | | | () | | | () | | | () | |
| Other comprehensive loss | () | | | () | | | () | | | () | |
| | | | |
| Balance as of March 31, 2024 | $ | () | | | $ | | | | $ | | | | $ | () | |
) | | $ | () | | | Interest expense | | Provision for income taxes | | | | | | | | Provision for income taxes |
| Cash flow hedges (interest rate swaps and caps), net of tax | | $ | () | | | $ | () | | | |
| | | | | | |
| Net investment hedges | | $ | () | | | $ | () | | | Interest expense |
| Provision for income taxes | | | | | | | | Provision for income taxes |
| Net investment hedges, net of tax | | $ | () | | | $ | () | | | |
| | | | | | |
Amortization of defined benefit pension and other postretirement benefit items(1) | | $ | () | | | $ | () | | | Cost of sales and Selling and administrative expenses |
| Provision for income taxes | | | | | | | | Provision for income taxes |
| Amortization of defined benefit pension and other postretirement benefit items, net of tax | | $ | () | | | $ | () | | | |
| | | | | | |
| Total reclassifications for the period, net of tax | | $ | () | | | $ | () | | | |
(1)These components are included in the computation of net periodic benefit cost. See Note 9 “Benefit Plans” for additional details. Note 13.
.Derivative Instruments
| | $ | | | | $ | | | | $ | | | | $ | | | | | | | | | | | |
| Cross-currency interest rate swap contracts | Net investment | | | | | | | | | | | | | | | |
| Derivatives Not Designated as Hedging Instruments | | | | | | | | |
| Foreign currency forwards | Fair value | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Foreign currency forwards | Fair value | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| 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 | Fair Value | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | |
| Cross-currency interest rate swap contracts | Net investment | | | | | | | | | | | | | | | |
| Derivatives Not Designated as Hedging Instruments | | | | | | | | |
| Foreign currency forwards | Fair Value | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Foreign currency forwards | Fair Value | | | | | | | | | | | | | | | |
(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.
Payments to settle cross-currency swaps are classified as financing cash flows in the Condensed Consolidated Statements of Cash Flows. All other cash flows related to derivatives are classified as operating cash flows in the Condensed Consolidated Statements of Cash Flows.
There were off-balance sheet derivative instruments as of March 31, 2025 or December 31, 2024.
Interest Rate Swap Contracts Designated as Fair Value Hedges
As of March 31, 2025, the Company was the variable rate payor on interest rate swap contracts that effectively convert a total of $ million of the Company’s fixed rate borrowings to variable rate borrowings. These contracts expire in May 2029. These swap agreements qualify as hedging instruments and have been designated as fair value hedges of $ million of the 2029 Notes, and were considered to be perfectly effective under the shortcut method.
As of March 31, 2025, the Company was the variable rate payor on interest rate swap contracts that effectively convert a total of $ million of the Company’s fixed rate borrowings to variable rate borrowings. These contracts expire in April 2031.
million of the 2031 Notes, and were considered to be perfectly effective under the shortcut method.As of March 31, 2025, the Company was the variable rate payor on interest rate swap contracts that effectively convert a total of $ million of the Company’s fixed rate borrowings to variable rate borrowings. These contracts expire in May 2033. These swap agreements qualify as hedging instruments and have been designated as fair value hedges of $ million of the 2033 Notes, and were considered to be perfectly effective under the shortcut method.
As of March 31, 2025, the Company was the variable rate payor on interest rate swap contract that effectively convert a total of $ million of the Company’s fixed rate borrowings to variable rate borrowings. This contract expires in March 2034. This swap agreement qualifies as a hedging instrument and has been designated as a fair value hedge of $ million of the 2034 Notes, and were considered to be perfectly effective under the shortcut method.
| | $ | | | | Cumulative hedging adjustments, included in carrying amount | | | | | () | |
Interest Rate Swap and Cap Contracts Designated as Cash Flow Hedges
In April 2024, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of debt. During the second quarter of 2024, the Company entered into and terminated cash flow hedges with notional value of $ million in connection with the 2034 Notes and $ million in connection with the 2054 Notes, both of which were issued on May 10, 2024. The Company and its counterparties terminated these contracts in May 2024. Prior to their termination, these swap agreements qualified as hedging instruments and were designated as cash flow hedges of forecasted interest payments. These forecasted interest payments are still expected to occur as specified in the Company’s hedge designations; therefore, the unrecognized loss at the time of termination will be reclassified into earnings over the term of the respective notes. The unrecognized loss in AOCI as of March 31, 2025 was $ million, of which $ million is expected to be reclassified into earnings as an increase to interest expense during the next 12 months.
The Company was previously the fixed rate payor on interest rate swap contracts that effectively fixed the SOFR-based index used to determine the interest rates charged on a total of $ million of the Company’s SOFR-based variable rate borrowings. These contracts carried a fixed rate of %. The Company and its counterparties terminated these contracts in May 2024. Prior to their termination, these swap agreements qualified as hedging instruments and were designated as cash flow hedges of forecasted interest payments. These forecasted interest payments are still expected to occur as specified in the Company’s hedge designations; therefore, the unrecognized gain at the time of termination will be reclassified into earnings over the remaining period of original term of the contracts, ending in June 2025. The unrecognized gain remaining in AOCI as of March 31, 2025 was $ million, all of which is expected to be reclassified into earnings as a reduction to interest expense during the next 12 months.
The Company was previously a party to interest rate cap contracts that effectively limited the SOFR-based interest rates charged on a portion of the Company’s variable rate borrowings to %. The Company and its counterparties terminated these contracts in August 2023. Prior to their termination, these cap contracts qualified as hedging instruments and were designated as cash flow hedges of forecasted interest payments. These forecasted interest payments are still expected to occur as specified in the Company’s hedge designations; therefore, the unrecognized gain at the time of termination will be reclassified into earnings over the remaining period of the original term of the contracts, ending in June 2025. The unrecognized gain remaining in AOCI as of March 31, 2025 was $ million, all of which is expected to be reclassified into earnings as a reduction to interest expense during the next 12 months.
| | $ | | | | Gain reclassified from AOCI into income (effective portion)(1) | | | | | | | (1)Gains on derivatives reclassified from AOCI into income were included within “Interest expense” in the Condensed Consolidated Statements of Operations.
Cross-Currency Interest Rate Swap Contracts Designated as Net Investment Hedges
In February 2025, the Company entered into a cross-currency interest rate swap contract that replace a fixed rate of % on a total of $ million with a fixed rate of % on a total of € million. These contracts expire in February 2028 and have been designated as net investment hedges of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity.
In February 2025, the Company entered into a cross-currency interest rate swap contract that replace a fixed rate of % on a total of $ million with a fixed rate of % on a total of € million. These contracts expire in February 2030 and have been designated as net investment hedges of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity.
As of March 31, 2025, the Company was the fixed rate payor on cross-currency interest rate swap contracts that replace a fixed rate of % on a total of $ million with a fixed rate of % on a total of € million. These contracts expire in May 2027 and have been designated as net investment hedges of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity.
As of March 31, 2025, the Company was the fixed rate payor on cross-currency interest rate swap contracts that replace a fixed rate of % on a total of $ million with a fixed rate of % on a total of € million. These contracts expire in May 2029 and have been designated as net investment hedges of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity.
As of March 31, 2025, the Company was the fixed rate payor on cross-currency interest rate swap contracts that replace a fixed rate of % on a total of $ million with a fixed rate of % on a total of € million. These contracts expire in May 2031 and have been designated as net investment hedges of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity.
The Company was previously the fixed rate payor on cross-currency interest rate swap contracts that replaced a fixed rate of % on a total of $ million with a fixed rate of % on a total of € million. These contracts were designated as net investment hedges of our Euro denominated subsidiaries until May 10, 2024 when they were terminated for $ million. The recorded AOCI at the termination of the cross-currency interest rate swaps will remain in AOCI until there is a substantial liquidation of the Company’s net investment in subsidiaries with EUR functional currencies.
The Company was previously a party to cross-currency interest rate swap contracts where we received SOFR on a total of $ million and paid EURIBOR on a total of € million. These contracts were designated as net investment hedges of our Euro denominated subsidiaries until May 10, 2024 when they were terminated for $ million. The recorded AOCI at the termination of the cross-currency interest rate swaps will remain in AOCI until there is a substantial liquidation of the Company’s net investment in subsidiaries with EUR functional currencies.
) | | $ | | | |
Gain reclassified from AOCI into income (effective portion)(1) | | | | | | | (1)Gains on derivatives reclassified from AOCI into income were included within “Interest expense” in the Condensed Consolidated Statements of Operations.
Foreign Currency Forwards Not Designated as Hedging Instruments
The Company had foreign currency forward contracts outstanding as of March 31, 2025 with notional amounts ranging from $ million to $ million. These contracts are used to hedge the change in fair value of recognized foreign currency denominated assets or liabilities caused by changes in currency exchange rates. The changes in the fair value of these contracts generally offset the changes in the fair value of a corresponding amount of the hedged items, both of which are included within “Other operating expense, net” in the Condensed Consolidated Statements of Operations. The Company’s foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract with that certain counterparty. It is the Company’s practice to recognize the gross amounts in the Condensed Consolidated Balance Sheets. The amount available to be netted is not material.
| | $ | | | |
| Total foreign currency transaction gains (losses), net | () | | | | | | Note 14.
| | $ | | | | $ | | | | $ | | |
Interest rate swaps(2) | | | | | | | | | | | |
| | | | |
Cross-currency interest rate swaps(3) | | | | | | | | | | | |
Foreign currency forwards(4) | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | |
| Financial Liabilities | | | | | | | |
Deferred compensation plans(1) | $ | | | | $ | | | | $ | | | | $ | | |
Interest rate swaps(2) | | | | | | | | | | | |
Cross-currency interest rate swaps(3) | | | | | | | | | | | |
Foreign currency forwards(4) | | | | | | | | | | | |
Contingent consideration(5) | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| Financial Assets | | | | | | | |
Trading securities held in deferred compensation plan(1) | $ | | | | $ | | | | $ | | | | $ | | |
Interest rate swaps(2) | | | | | | | | | | | |
| | | | |
Cross-currency interest rate swaps(3) | | | | | | | | | | | |
Foreign currency forwards(4) | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | |
| Financial Liabilities | | | | | | | |
Deferred compensation plan(1) | $ | | | | $ | | | | $ | | | | $ | | |
Interest rate swaps(2) | | | | | | | | | | | |
| | | | |
Foreign currency forwards(4) | | | | | | | | | | | |
Contingent consideration(5) | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | |
(1)Based on the quoted price of publicly traded mutual funds and other equity securities which are classified as trading securities and accounted for using the mark-to-market method.
(2)Measured as the present value of all expected future cash flows based on the SOFR-based swap yield curves as of the end of the period. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.
(3)Measured as the present value of all expected future cash flows on each leg of the contracts. The model utilizes inputs of observable market data including interest yield curves and foreign currency exchange rates. The present value calculation uses cross-currency basis-adjusted discount factors that have been adjusted to reflect the credit quality of the Company and its counterparties.
(4)Based on calculations that use readily observable market parameters as their basis, such as spot and forward rates.
(5)Measured as the present value of expected consideration payable for completed acquisitions, generally derived using probability-weighted analysis of achieving projected revenue or EBITDA targets.
Contingent Consideration
Certain of the Company’s acquisitions may result in payments of consideration in future periods that are contingent upon the achievement of certain targets, generally measures of revenue and EBITDA. As part of the initial accounting for the acquisition, a liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is re-measured at each reporting period, and the change in fair value is recognized within “Other operating expense, net” in the Condensed Consolidated Statements of Operations. This fair value measurement of contingent
| | $ | | | | | Acquisitions | | | | | | |
| Changes in fair value | | | | | | |
| | | | |
| Foreign currency translation | | | | () | | |
| Balance at end of the period | $ | | | | $ | | | |
|
|
| | | | $ | | |
(1)
Performance Obligations
As of March 31, 2025, 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 assets | | | | | |
| Contract liabilities - current | | | | | |
| Contract liabilities - noncurrent | | | | | |
Note 16.
| | $ | | | | | Provision for income taxes | $ | | | | $ | | | |
| Effective income tax provision rate | | % | | | % | | The increase in the provision for income taxes and increase in the effective income tax provision rate for the three month period ended March 31, 2025 when compared to the same three month period of 2024 is primarily due to a lower benefit from a windfall tax deduction in the 2025 period compared to the 2024 period.
Note 17.
| | $ | () | | |
Restructuring charges, net(1) | | | | | | |
Acquisition and other transaction related expenses(2) | | | | | | |
| | | | |
| Other, net | () | | | | | |
| Total other operating expense, net | $ | | | | $ | | | |
|
| | | | $ | | |
(1)Segment cost of sales excludes adjustments to LIFO inventories, depreciation and amortization expense, restructuring and related business transformation costs, acquisition and other transaction related expenses and non-cash charges.
(2)Segment selling and administrative expenses excludes depreciation and amortization expense, restructuring and related business transformation costs, acquisition and other transaction related expenses and non-cash charges.
(3)Other miscellaneous segment expenses.
| | $ | | | | | Less items to reconcile Segment Adjusted EBITDA to Income Before Income Taxes: | | | | |
| Corporate expenses not allocated to segments | | | | | | |
| Interest expense | | | | | | |
Depreciation and amortization expense (a) | | | | | | |
| | | | |
Restructuring and related business transformation costs (b) | | | | | | |
Acquisition and other transaction related expenses and non-cash charges (c) | | | | | | |
| Stock-based compensation | | | | | | |
| Foreign currency transaction losses (gains), net | | | | () | | |
| | | | |
| Adjustments to LIFO inventories | | | | | | |
Cybersecurity incident costs (d) | () | | | | | |
| | | | |
| Interest income on cash and cash equivalents | () | | | () | | |
Other adjustments (e) | () | | | | | |
| Income Before Income Taxes | | | | | | |
| Provision for income taxes | | | | | | |
| Loss on equity method investments | () | | | () | | |
| | | | |
| | | | |
| Net Income | $ | | | | $ | | | | a)Depreciation and amortization expense excludes $ million and $ million of depreciation of rental equipment for the three month periods ended March 31, 2025 and 2024, respectively.
b)Restructuring and related business transformation costs consist of the following.
| | | | | | | | | | | | |
|
| 2025 | | 2024 | |
| Restructuring charges | $ | | | | $ | | | |
| Facility reorganization, relocation and other costs | | | | | | |
| | | | |
| Total restructuring and related business transformation costs | $ | | | | $ | | | |
c)Represents costs associated with successful and abandoned acquisitions, including third-party expenses, post-closure integration costs and non-cash charges and credits arising from fair value purchase accounting adjustments.
d)Represents non-recoverable costs associated with a cybersecurity event.
e)Includes (i) pension and other postemployment plan costs other than service cost and (ii) other miscellaneous adjustments.
The following tables provide summarized information about the Company’s reportable segments.
Depreciation and Amortization Expense
| | | | | | | | | | | | |
|
| 2025 | | 2024 | |
| Industrial Technologies and Services | $ | | | | $ | | | |
| Precision and Science Technologies | | | | | | |
| Corporate and other | | | | | | |
| Total depreciation and amortization expense | $ | | | | $ | | | |
| | $ | | | |
| Precision and Science Technologies | | | | | | |
| Corporate and other | | | | | | |
| Total capital expenditures | $ | | | | $ | | | | Identifiable Assets
| | | | | | | | | | | |
| March 31, 2025 | | December 31, 2024 |
| Industrial Technologies and Services | $ | | | | $ | | |
| Precision and Science Technologies | | | | | |
| Corporate and other | | | | | |
| Total identifiable assets | $ | | | | $ | | |
Note 20.
| | | | |
| Dilutive effect of outstanding share-based compensation awards | | | | | | |
| Weighted-average shares outstanding - Diluted | | | | | | |
| | | | |
| | | | |
| | | | | For the three month periods ended March 31, 2025 and 2024, million and million, respectively, of anti-dilutive shares were not included in the computation of diluted earnings per share.
Note 21.
billion increase to the Company’s share repurchase program. This increase is incremental to the $ million remaining under the existing authorization. These authorizations do not have any expiration date. Under the repurchase program, Ingersoll Rand may from time to time repurchase shares of the Company’s common stock in the open market at prevailing market prices (including through Rule 10b5-1 plans), in privately negotiated transactions, a combination thereof, or through other transactions. The actual timing, number, manner, and value of any shares repurchased will depend on several factors, including the market price of the Company’s stock, general market and economic conditions, the Company’s liquidity requirements, applicable legal requirements, and other business considerations.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read together with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our 2024 Annual Report. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.
Overview
Our Company
Ingersoll Rand is a global market leader with a broad flow creation and industrial product portfolio across air, gas, powder, and liquid handling applications, providing services and solutions to increase industrial and life science productivity, efficiency, and sustainability. We manufacture one of the broadest and most complete ranges of compressor, pump, vacuum and blower products in our markets, which, when combined with our global geographic footprint and application expertise, allows us to provide differentiated product and service offerings to our customers. Our products are sold under a collection of premier, market-leading brands, including Ingersoll Rand, Gardner Denver, Nash, CompAir, ILC Dover, Thomas, Milton Roy, Seepex, Elmo Rietschle, ARO, Robuschi, Emco Wheaton and Runtech Systems, which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.
We operate with two reportable segments: Industrial Technologies and Services and Precision and Science Technologies. See Note 19 “Segment Reporting” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for a description of our reportable segments. Items Affecting our Business, Industry and End Markets
General Economic Conditions
Our financial results closely follow changes in the industries and end-markets we serve. Demand for most of our products depends on the level of new capital investment and planned and unplanned maintenance expenditures by our customers. The level of capital expenditures depends, in turn, on the general economic conditions as well as access to capital at reasonable cost, which can vary significantly based on geography and customer segmentation.
To date, 2025 has been marked by continued uncertainty in global markets, driven by investor concerns over inflation, elevated interest rates, ongoing political and regulatory uncertainty, including potential shifts in U.S. trade policy and the imposition of new tariffs, as well as geopolitical instability stemming from the conflicts in Ukraine and the Middle East.
Further contributing to economic uncertainty, the current U.S. presidential administration has signaled its intention to implement significant changes to U.S. trade policy, the size of the federal government and the enforcement of various regulations. These policy shifts could introduce additional market instability and reduce investor confidence. For example, the U.S. government recently announced tariffs on goods imported from various countries to the United States. Countries subject to such tariffs have imposed, or may in the future, impose reciprocal or retaliatory tariffs and other trade measures. We are actively monitoring the tariff developments and analyzing the potential impacts on our business, cost structure, supply chain and broader economic environment. We are identifying actions necessary to maintain competitiveness while we adapt to these new economic challenges. While these developments have not had a material impact on our financial condition or results of operations to date, due to their evolving nature, and the expected persistence of macroeconomic conditions and volatility in the near term, we cannot predict with certainty the ultimate impacts they may have on our business and results in the future, but those impacts could be material.
Foreign Currency Fluctuations
A significant portion of our revenues, approximately 53% for the three month period ended March 31, 2025, was denominated in currencies other than the U.S. dollar. Because much of our manufacturing facilities and labor force costs are outside of the United States, a significant portion of our costs are also denominated in currencies other than the U.S. dollar. Changes in foreign exchange rates can therefore impact our results of operations and are quantified when significant to our discussion.
Factors Affecting the Comparability of our Results of Operations
Key factors affecting the comparability of our results of operations are summarized below.
Acquisitions
Part of our strategy for growth is to acquire complementary businesses that provide access to new technologies or geographies or expand our offerings. While acquisitions, as discussed further in Note 2, are not individually significant or significant in the aggregate, they may be relevant when comparing our results from period to period.
See Note 2 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further discussion of these acquisitions. Restructuring and Other Business Transformation Initiatives
We continue to execute business transformation initiatives. A key element of those initiatives are restructuring programs within our Industrial Technologies and Services and Precision and Science Technologies segments, as well as at the Corporate level. Restructuring charges, program related facility reorganization, relocation and other costs, and related capital expenditures were impacted most significantly.
How We Assess the Performance of Our Business
We manage operations through the two business segments described above. In addition to our consolidated GAAP financial measures, we review various non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income and Free Cash Flow.
We believe Adjusted EBITDA and Adjusted Net Income are helpful supplemental measures to assist us and investors in evaluating our operating results as they exclude certain items whose fluctuation from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. We believe that the adjustments applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that we do not expect to continue at the same level in the future. Adjusted Net Income is defined as net income (loss) including interest, depreciation and amortization of non-acquisition related intangible assets and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions.
We use Free Cash Flow to review the liquidity of our operations. We measure Free Cash Flow as cash flows from operating activities less capital expenditures. We believe Free Cash Flow is a useful supplemental financial measure for us and investors in assessing our ability to pursue business opportunities and investments and to service our debt. Free Cash Flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating activities.
Management and our board of directors regularly use these measures as tools in evaluating our operating and financial performance and in establishing discretionary annual compensation. Such measures are provided in addition to, and should not be considered to be a substitute for, or superior to, the comparable measures under GAAP. In addition, we believe that Adjusted EBITDA, Adjusted Net Income and Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted Net Income and Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.
Adjusted EBITDA, Adjusted Net Income and Free Cash Flow should not be considered as alternatives to net income (loss) or any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities as a measure of our liquidity. Adjusted EBITDA, Adjusted Net Income and Free Cash Flow have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.
See “Non-GAAP Financial Measures” below for reconciliation information.
Results of Operations
Consolidated results should be read in conjunction with the segment results section herein and Note 19 “Segment Reporting” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, which provides more detailed discussions concerning certain components of our Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated within the consolidated results. The following table presents selected Condensed Consolidated Results of Operations of our business for the three month periods ended March 31, 2025 and 2024.
| | | | | | | | | | | | |
|
| 2025 | | 2024 | |
| Condensed Consolidated Statement of Operations: | | | | |
| Revenues | $ | 1,716.8 | | | $ | 1,670.1 | | |
| Cost of sales | 951.3 | | | 923.8 | | |
| Gross profit | 765.5 | | | 746.3 | | |
| Selling and administrative expenses | 350.0 | | | 336.3 | | |
| Amortization of intangible assets | 91.3 | | | 91.6 | | |
| | | | |
| Other operating expense, net | 21.7 | | | 25.2 | | |
| Operating income | 302.5 | | | 293.2 | | |
| Interest expense | 61.2 | | | 36.8 | | |
| | | | |
| Other income, net | (11.8) | | | (13.2) | | |
| Income before income taxes | 253.1 | | | 269.6 | | |
| Provision for income taxes | 58.5 | | | 54.4 | | |
| Loss on equity method investments | (6.2) | | | (10.7) | | |
| | | | |
| | | | |
| Net income | 188.4 | | | 204.5 | | |
| Less: Net income attributable to noncontrolling interests | 1.9 | | | 2.3 | | |
| Net income attributable to Ingersoll Rand Inc. | $ | 186.5 | | | $ | 202.2 | | |
| | | | |
| Percentage of Revenues: | | | | |
| Gross profit | 44.6 | % | | 44.7 | % | |
| Selling and administrative expenses | 20.4 | % | | 20.1 | % | |
| Operating income | 17.6 | % | | 17.6 | % | |
| Net income | 11.0 | % | | 12.2 | % | |
| Adjusted EBITDA | 26.8 | % | | 27.5 | % | |
| | | | |
| Other Financial Data: | | | | |
Adjusted EBITDA (1) | $ | 459.7 | | | $ | 458.5 | | |
Adjusted Net Income (1) | 293.2 | | | 319.9 | | |
| Cash flows - operating activities | 256.4 | | | 161.6 | | |
| Cash flows - investing activities | (197.1) | | | (205.6) | | |
| Cash flows - financing activities | (10.0) | | | (79.6) | | |
Free Cash Flow (1) | 222.7 | | | 99.3 | | |
(1)See the “Non-GAAP Financial Measures” section for a reconciliation to comparable GAAP measure.
Revenues
Revenues for the three month period ended March 31, 2025 were $1,716.8 million, an increase of $46.7 million, or 2.8%, compared to $1,670.1 million for the same three month period in 2024. The increase in revenues was primarily due to acquisitions of $139.5 million and higher pricing of $23.8 million, partially offset by unfavorable impact of foreign currencies of $27.7 million and lower organic volumes of $88.9 million. The percentage of consolidated revenues derived from aftermarket parts and services was 38.1% in the three month period ended March 31, 2025 compared to 37.0% in the same three month period in 2024.
Gross Profit
Gross profit for the three month period ended March 31, 2025 was $765.5 million, an increase of $19.2 million, or 2.6%, compared to $746.3 million for the same three month period in 2024, and as a percentage of revenues was 44.6% for the three month period ended March 31, 2025 and 44.7% for the same three month period in 2024. The increase in gross profit is primarily due to acquisitions discussed above.
Selling and Administrative Expenses
Selling and administrative expenses were $350.0 million for the three month period ended March 31, 2025, an increase of $13.7 million, or 4.1%, compared to $336.3 million for the same three month period in 2024. The increase in selling and administrative expenses was primarily attributable to businesses acquired in 2024 and first three months of 2025, partially offset by a decrease in incentive compensation. Selling and administrative expenses as a percentage of revenues increased to 20.4% for the three month period ended March 31, 2025 from 20.1% in the same three month period in 2024.
Amortization of Intangible Assets
Amortization of intangible assets was $91.3 million for the three month period ended March 31, 2025, a decrease of $0.3 million, compared to $91.6 million in the same three month period in 2024. The decrease was primarily due to certain intangible assets becoming fully amortized, partially offset by businesses acquired in 2024 and first three months of 2025 discussed in Note 2 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. Other Operating Expense, Net
Other operating expense, net was $21.7 million for the three month period ended March 31, 2025, a decrease of $3.5 million, compared to $25.2 million in the same three month period in 2024. The decrease in expense was primarily due to lower acquisition and other transaction related expenses of $5.5 million and lower restructuring charges of $4.4 million, partially offset by higher foreign currency transaction losses, net of $7.5 million.
Interest Expense
Interest expense was $61.2 million for the three month period ended March 31, 2025, an increase of $24.4 million, compared to $36.8 million in the same three month period in 2024. The increase was primarily due to an increase in long term debt primarily used to fund the ILC Dover acquisition, partially offset by the interest rate derivative contracts discussed in Note 13 “Hedging Activities and Derivative Instruments” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. The weighted average interest rate, including the impact of the interest rate derivative contracts, was approximately 5.0% for the three month period ended March 31, 2025 and 5.3% in the same three month period in 2024. Other Income, Net
Other income, net was $11.8 million and $13.2 million in the three month periods ended March 31, 2025 and 2024, respectively. The decrease was primarily due to a decrease in interest income from holdings of cash and cash equivalents.
Provision for Income Taxes
The provision for income taxes was $58.5 million, resulting in a 23.1% effective income tax provision rate for the three month period ended March 31, 2025, compared to a provision for income taxes of $54.4 million, resulting in a 20.2% effective income tax provision rate in the same three month period in 2024. The increase in the tax provision and the effective tax provision rate for the three month period ended March 31, 2025 when compared to the same three month period of 2024 is primarily due to a lower benefit from a windfall tax deduction in the 2025 period compared to the 2024 period.
Net Income
Net income was $188.4 million for the three month period ended March 31, 2025 compared to net income of $204.5 million in the same three month period in 2024. The decrease in net income was primarily due to higher interest expense, higher selling and administrative expenses, and higher provision for income taxes, partially offset by higher gross profit on increased revenues.
Adjusted EBITDA
Adjusted EBITDA increased $1.2 million to $459.7 million for the three month period ended March 31, 2025 compared to $458.5 million in the same three month period in 2024. Adjusted EBITDA as a percentage of revenues decreased 70 basis points to 26.8% for the three month period ended March 31, 2025 from 27.5% for the same three month period in 2024. The increase in Adjusted EBITDA was primarily due to acquisitions of $30.3 million, higher pricing of $23.8 million, lower selling and administrative costs of $5.3 million, partially offset by lower organic sales volume of $40.1 million, unfavorable cost productivity and product mix of $11.4 million, and unfavorable impact of foreign currencies of $6.5 million. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to lower organic volumes and the decretive impact of acquisitions.
Adjusted Net Income
Adjusted Net Income decreased $26.7 million to $293.2 million for the three month period ended March 31, 2025 compared to $319.9 million in the same three month period in 2024. The decrease was primarily due to higher interest expense.
Non-GAAP Financial Measures
Set forth below are the reconciliations of Net Income to Adjusted EBITDA and Adjusted Net Income and Cash Flows from Operating Activities to Free Cash Flow.
| | | | | | | | | | | | |
|
| 2025 | | 2024 | |
| Net Income | $ | 188.4 | | | $ | 204.5 | | |
| | | | |
| | | | |
| | | | |
| Plus: | | | | |
| Interest expense | 61.2 | | | 36.8 | | |
| Provision for income taxes | 58.5 | | | 54.4 | | |
Depreciation expense (a) | 27.6 | | | 24.7 | | |
Amortization expense (b) | 91.3 | | | 91.6 | | |
| | | | |
Restructuring and related business transformation costs (c) | 5.4 | | | 10.7 | | |
Acquisition and other transaction related expenses and non-cash charges (d) | 9.8 | | | 15.3 | | |
| Stock-based compensation | 14.2 | | | 14.1 | | |
| Foreign currency transaction losses (gains), net | 6.8 | | | (0.7) | | |
| Loss on equity method investments | 6.2 | | | 10.7 | | |
| | | | |
| Adjustments to LIFO inventories | 3.0 | | | 6.8 | | |
Cybersecurity incident costs (e) | (0.2) | | | 0.6 | | |
| | | | |
| Interest income on cash and cash equivalents | (10.3) | | | (11.4) | | |
Other adjustments (f) | (2.2) | | | 0.4 | | |
| Adjusted EBITDA | $ | 459.7 | | | $ | 458.5 | | |
| Minus: | | | | |
| Interest expense | $ | 61.2 | | | $ | 36.8 | | |
Income tax provision, as adjusted (g) | 85.7 | | | 86.4 | | |
| Depreciation expense | 27.6 | | | 24.7 | | |
| Amortization of non-acquisition related intangible assets | 2.3 | | | 2.1 | | |
| Interest income on cash and cash equivalents | (10.3) | | | (11.4) | | |
| Adjusted Net Income | $ | 293.2 | | | $ | 319.9 | | |
| Free Cash Flow | | | | |
| Cash flows from operating activities | $ | 256.4 | | | $ | 161.6 | | |
| Minus: | | | | |
| Capital expenditures | 33.7 | | | 62.3 | | |
| Free Cash Flow | $ | 222.7 | | | $ | 99.3 | | |
(a)Depreciation expense excludes $1.1 million and $0.9 million of depreciation of rental equipment for the three month periods ended March 31, 2025 and 2024, respectively.
(b)Represents $89.0 million and $89.5 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $2.3 million and $2.1 million of amortization of non-acquisition related intangible assets, in each case, for the three month periods ended March 31, 2025 and 2024, respectively.
(c)Restructuring and related business transformation costs consisted of the following.
| | | | | | | | | | | | |
|
| 2025 | | 2024 | |
| Restructuring charges | $ | 5.3 | | | $ | 9.7 | | |
| Facility reorganization, relocation and other costs | 0.1 | | | 1.0 | | |
| | | | |
| Total restructuring and related business transformation costs | $ | 5.4 | | | $ | 10.7 | | |
(d)Represents costs associated with successful and/or abandoned acquisitions and divestitures, including third-party expenses, post-closure integration costs, and non-cash charges and credits arising from fair value purchase accounting adjustments.
(e)Represents non-recoverable costs associated with a cybersecurity event.
(f)Includes (i) pension and other postemployment plan costs other than service costs and (ii) other miscellaneous adjustments.
(g)Represents our income tax provision adjusted for the tax effect of pre-tax items excluded from Adjusted Net Income and the removal of the applicable discrete tax items. The tax effect of pre-tax items excluded from Adjusted Income is computed using the statutory tax rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences and valuation allowances. Discrete tax items include changes in tax laws or rates, changes in uncertain tax positions relating to prior years and changes in valuation allowances. The adjusted amounts are then used to calculate an adjusted provision for the quarter.
The income tax provision, as adjusted for each of the periods presented below consisted of the following.
| | | | | | | | | | | | |
|
| 2025 | | 2024 | |
| Provision for income taxes | $ | 58.5 | | | $ | 54.4 | | |
| Tax impact of pre-tax income adjustments | 26.7 | | | 29.3 | | |
| Discrete tax items | 0.5 | | | 2.7 | | |
| Income tax provision, as adjusted | $ | 85.7 | | | $ | 86.4 | | |
Segment Results
We classify our business into two segments: Industrial Technologies and Services and Precision and Science Technologies. Our Corporate operations are not discussed separately as any results that had a significant impact on operating results are included in the “Results of Operations” discussion above.
We evaluate the performance of our segments based on Segment Revenues and Segment Adjusted EBITDA. Segment Adjusted EBITDA is indicative of operational performance and ongoing profitability. Our management closely monitors Segment Adjusted EBITDA to evaluate past performance and identify actions required to improve profitability.
The segment measurements provided to and evaluated by the chief operating decision maker are described in Note 19 “Segment Reporting” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. Segment Results for the Three Month Periods Ended March 31, 2025 and 2024
The following tables display Segment Orders, Segment Revenues, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin (Segment Adjusted EBITDA as a percentage of Segment Revenues) for each of our Segments.
Industrial Technologies and Services Segment Results
| | | | | | | | | | | | | | | | | |
| For the Three Month Period Ended March 31, | | Percent Change |
| 2025 | | 2024 | | 2025 vs. 2024 |
| Segment Orders | $ | 1,487.0 | | | $ | 1,398.4 | | | 6.3 | % |
| Segment Revenues | $ | 1,352.1 | | | $ | 1,373.4 | | | (1.6) | % |
| Segment Adjusted EBITDA | $ | 389.1 | | | $ | 411.1 | | | (5.4) | % |
| Segment Margin | 28.8 | % | | 29.9 | % | | (110) | bps |
Segment Orders for the three month period ended March 31, 2025 were $1,487.0 million, an increase of $88.6 million, or 6.3%, compared to $1,398.4 million in the same three month period in 2024. The increase in Segment Orders was due to acquisitions of
$66.4 million or 4.7%, and organic growth of $48.3 million or 3.5%, partially offset by the unfavorable impact of foreign currencies of $26.1 million or 1.9%.
Segment Revenues for the three month period ended March 31, 2025 were $1,352.1 million, a decrease of $21.3 million, or 1.6%, compared to $1,373.4 million in the same three month period in 2024. The decrease in Segment Revenues was due to lower organic volumes of $74.9 million or 5.5% and unfavorable impact of foreign currencies of $23.6 million or 1.7%, partially offset by acquisitions of $59.5 million or 4.3% and higher pricing of $17.7 million or 1.3%. The percentage of Segment Revenues derived from aftermarket parts and service was 42.5% in the three month period ended March 31, 2025 compared to 39.8% in the same three month period in 2024.
Segment Adjusted EBITDA for the three month period ended March 31, 2025 was $389.1 million, a decrease of $22.0 million, or 5.4%, from $411.1 million in the same three month period in 2024. Segment Adjusted EBITDA Margin decreased 110 basis points to 28.8% from 29.9% in 2024. The decrease in Segment Adjusted EBITDA was primarily due to lower organic sales volume of $33.3 million or 8.1%, unfavorable cost productivity and product mix of $7.1 million or 1.7%, unfavorable impact of foreign currencies of $5.6 million or 1.4%, and higher selling and administrative costs of $5.0 million or 1.2%, partially offset by higher pricing of $17.7 million or 4.3% and acquisitions of $11.4 million or 2.8%.
Precision and Science Technologies Segment Results
| | | | | | | | | | | | | | | | | |
| For the Three Month Period Ended March 31, | | Percent Change |
| 2025 | | 2024 | | 2025 vs. 2024 |
| Segment Orders | $ | 395.3 | | | $ | 309.0 | | | 27.9 | % |
| Segment Revenues | $ | 364.7 | | | $ | 296.7 | | | 22.9 | % |
| Segment Adjusted EBITDA | $ | 106.2 | | | $ | 91.4 | | | 16.2 | % |
| Segment Margin | 29.1 | % | | 30.8 | % | | (170) | bps |
Segment Orders for the three month period ended March 31, 2025 were $395.3 million, an increase of $86.3 million, or 27.9%, compared to $309.0 million in the same three month period in 2024. The increase in Segment Orders was due to acquisitions of $81.6 million or 26.4% and organic growth of $8.9 million or 2.9%, partially offset by the unfavorable impact of foreign currencies of $4.2 million or 1.4%.
Segment Revenues for the three month period ended March 31, 2025 were $364.7 million, an increase of $68.0 million, or 22.9%, compared to $296.7 million in the same three month period in 2024. The increase in Segment Revenues was primarily due to acquisitions of $80.0 million or 27.0% and higher pricing of $6.1 million or 2.1%, partially offset by lower organic volumes of $14.0 million or 4.7% and unfavorable impact of foreign currencies of $4.1 million or 1.4%. The percentage of Segment Revenues derived from aftermarket parts and service was 21.5% in the three month period ended March 31, 2025 compared to 24.2% in the same three month period in 2024.
Segment Adjusted EBITDA for the three month period ended March 31, 2025 was $106.2 million, an increase of $14.8 million, or 16.2%, from $91.4 million in the same three month period in 2024. Segment Adjusted EBITDA Margin decreased 170 basis points to 29.1% from 30.8% in 2024. The increase in Segment Adjusted EBITDA was primarily due to acquisitions of $18.9 million or 20.7%, higher pricing of $6.1 million or 6.7%, and lower selling and administrative costs of $1.4 million or 1.5%, partially offset by lower organic sales volume of $6.8 million or 7.4% and unfavorable impact of foreign currencies of $1.3 million or 1.4%.
Liquidity and Capital Resources
Our investment resources include cash on hand, cash generated from operations and borrowings under our Revolving Credit Facility and Commercial Paper Program. We also have the ability to seek additional secured and unsecured borrowings, subject to credit agreement restrictions.
See the description of these line-of-credit resources in Note 11 “Debt” to the consolidated financial statements in our 2024 Annual Report and Note 10 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. As of March 31, 2025, we had $2,600.0 million of unused availability under both the Revolving Credit Facility and Commercial Paper Program.
As of March 31, 2025, we were in compliance with all of our debt covenants and no event of default had occurred or was ongoing.
Liquidity
A substantial portion of our liquidity needs arise from debt service requirements, and from the ongoing cost of operations, working capital and capital expenditures.
| | | | | | | | | | | |
| March 31, 2025 | | December 31, 2024 |
| Cash and cash equivalents | $ | 1,612.8 | | | $ | 1,541.2 | |
| | | |
| Short-term borrowings and current maturities of long-term debt | $ | 1.7 | | | $ | 3.1 | |
| Long-term debt | 4,770.4 | | | 4,754.4 | |
| Total debt | $ | 4,772.1 | | | $ | 4,757.5 | |
We can increase the borrowing availability under the Revolving Credit Facility by up to $1,000.0 million in the form of additional commitments so long as we do not exceed a specified leverage ratio. Our liquidity requirements are significant primarily due to debt service requirements. See Note 11 “Debt” to the consolidated financial statements in our 2024 Annual Report and Note 10 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details. Our principal sources of liquidity have been existing cash and cash equivalents, cash generated from operations and borrowings under the Senior Notes. Our principal uses of cash will be to provide working capital, meet debt service requirements, fund capital expenditures, dividend payments, and finance strategic plans, including possible acquisitions. We may also seek to finance capital expenditures under capital leases or other debt arrangements that provide liquidity or favorable borrowing terms. We continue to consider acquisition opportunities, but the size and timing of any future acquisitions and the related potential capital requirements cannot be predicted. In the event that suitable businesses are available for acquisition upon acceptable terms, we may obtain all or a portion of the necessary financing through the incurrence of additional long-term borrowings. As market conditions warrant, we may from time to time, seek to repay loans that we have borrowed, including the borrowings under the Senior Notes. Based on our current level of operations and available cash, we believe our cash flow from operations, together with availability under the Revolving Credit Facility and Commercial Paper Program, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements for the foreseeable future. Our business may not generate sufficient cash flows from operations or future borrowings may not be available to us under our Revolving Credit Facility or Commercial Paper Program in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. Our ability to do so depends on, among other factors, prevailing economic conditions, many of which are beyond our control. In addition, upon the occurrence of certain events, such as a change in control, we could be required to repay or refinance our indebtedness. We may not be able to refinance any of our indebtedness, including the Senior Notes, on commercially reasonable terms or at all. Any future acquisitions, joint ventures, or other similar transactions may require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms or at all.
We may from time to time repurchase shares of our common stock in the open market at prevailing market prices (including through Rule 10b5-1 plans), in privately negotiated transactions, a combination thereof or through other transactions. The actual timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of our stock, general market and economic conditions, our liquidity requirements, applicable legal requirement and other business considerations.
A substantial portion of our cash is in jurisdictions outside of the United States. We do not assert ASC 740-30 (formerly APB 23) indefinite reinvestment of our historical non-U.S. earnings or future non-U.S. earnings. The Company records a deferred foreign tax liability to cover all estimated withholding, state income tax and foreign income tax associated with repatriating all non-U.S. earnings back to the United States. Our deferred income tax liability as of March 31, 2025 was $62.9 million which primarily consisted of withholding taxes.
Working Capital
| | | | | | | | | | | |
| March 31, 2025 | | December 31, 2024 |
| Net Working Capital: | | | |
|
| Current assets | $ | 4,351.7 | | | $ | 4,163.5 | |
|
|
|
| Less: Current liabilities | 1,826.8 | | | 1,818.9 | |
|
|
| Net working capital | $ | 2,524.9 | | | $ | 2,344.6 | |
| | | |
| Operating Working Capital: | | | |
| Accounts receivable | $ | 1,348.3 | | | $ | 1,335.4 | |
| Plus: Inventories (excluding LIFO reserve) | 1,215.2 | | | 1,134.2 | |
| Plus: Contract assets | 116.3 | | | 111.2 | |
| Less: Accounts payable | 780.4 | | | 843.6 | |
| Less: Contract liabilities (current) | 328.9 | | | 318.6 | |
| Operating working capital | $ | 1,570.5 | | | $ | 1,418.6 | |
Net working capital increased $180.3 million to $2,524.9 million as of March 31, 2025 from $2,344.6 million as of December 31, 2024. Operating working capital increased $151.9 million to $1,570.5 million as of March 31, 2025 from $1,418.6 million as of December 31, 2024. The increase in operating working capital is due to higher inventories, higher accounts receivable, higher contract assets and lower accounts payable, partially offset by higher contract liabilities.
The increase in accounts receivable was primarily due to the timing of revenues in the quarter and seasonal changes in collection timing. The increase in inventories was primarily due to additions to inventory due to increased demand for certain products. The increase in contract assets was primarily due to the timing of revenue recognition and billing on our overtime contracts. The decrease in accounts payable was primarily due to the timing of vendor cash disbursements. The increase in contract liabilities was primarily due to the timing of customer milestone payments for in-process engineered to order contracts.
Cash Flows
The following table reflects the major categories of cash flows for the three month periods ended March 31, 2025 and 2024, respectively.
| | | | | | | | | | | |
| For the Three Month Period Ended March 31, |
| 2025 | | 2024 |
|
| Cash flows provided by operating activities | $ | 256.4 | | | $ | 161.6 | |
| Cash flows used in investing activities | (197.1) | | | (205.6) | |
| Cash flows used in financing activities | (10.0) | | | (79.6) | |
|
Free cash flow(1) | 222.7 | | | 99.3 | |
(1)See the “Non-GAAP Financial Measures” section included in this Quarterly Report for a reconciliation to the nearest GAAP measure.
Operating Activities
Cash provided by operating activities increased $94.8 million to $256.4 million for the three month period ended March 31, 2025 from $161.6 million in the same three month period in 2024. This increase is primarily attributable to a decrease in cash used in operating working capital in 2025, compared to 2024, the timing of the incentive compensation and interest payments for our Senior Notes, and a decrease in tax payments in 2025, compared to 2024. Partially offsetting these favorable impacts was an increase in cash used for other working capital items and lower net income in 2025, as compared to 2024.
Investing Activities
Cash used in investing activities included capital expenditures of $33.7 million and $62.3 million for the three month periods ended March 31, 2025 and 2024, respectively. Net cash paid in acquisitions was $163.4 million and $143.3 million in the three month periods ended March 31, 2025 and 2024, respectively.
Financing Activities
Cash used in financing activities of $10.0 million for the three month period ended March 31, 2025 primarily reflected purchases of treasury stock of $10.0 million, cash dividends on common stock of $8.1 million, and payments of deferred and contingent acquisition consideration of $1.4 million, partially offset by proceeds from stock option exercises of $5.2 million and other financing inflows of $4.3 million.
Cash used in financing activities of $79.6 million for the three month period ended March 31, 2024 primarily reflected purchases of treasury stock of $72.9 million, cash dividends on common stock of $8.1 million, repayments of long-term debt of $7.1 million, and payments of deferred and contingent acquisition consideration of $2.2 million, partially offset by proceeds from stock option exercises of $11.2 million.
Free Cash Flow
Free cash flow increased $123.4 million to $222.7 million in the three month period ended March 31, 2025 from $99.3 million in the same three month period in 2024 due to higher cash provided by operating activities and lower capital expenditures.
Critical Accounting Estimates
Management has evaluated the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements and related notes and believe those estimates to be reasonable and appropriate. Certain of these accounting estimates require the application of significant judgment by management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving management judgments and estimates may be found in the section “Critical Accounting Estimates” of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 1 “Summary of Significant Accounting Policies” of “Item 8. Financial Statements and Supplementary Data” included in our 2024 Annual Report.
Environmental Matters
Information with respect to the effect of compliance with environmental protection requirements and resolution of environmental claims on us and our manufacturing operations is contained in Note 18 “Contingencies” to the condensed consolidated financial statements included elsewhere in this Form 10-Q. We believe that as of March 31, 2025, there have been no material changes to the environmental matters disclosed in our 2024 Annual Report. Recent Accounting Pronouncements
The information set forth in Note 1 “Basis of Presentation and Recent Accounting Pronouncements” to our condensed consolidated financial statements under Part 1, Item 1 “Financial Statements” under the heading “Recently Issued Accounting Pronouncements” is incorporated herein by reference.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We manage our debt centrally, considering tax consequences and our overall financing strategies. Our exposure to interest rate risk results primarily from our fixed rate to floating rate swap contracts which are used to adjust the relative fixed rate versus floating rate proportions of our debt portfolio.
In addition, we are exposed to foreign currency risks that arise from our global business operations. Changes in foreign currency exchange rates affect the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a subsidiary’s functional currency. While future changes in foreign currency exchange rates are difficult to predict, our revenues and earnings may be adversely affected if the U.S. dollar further strengthens.
We seek to minimize our exposure to foreign currency risks through a combination of normal operating activities, including by conducting our international business operations primarily in their functional currencies to match expenses with revenues, and the use of cross currency interest rate swap contracts and foreign currency forward exchange contracts. In addition, to mitigate the risk arising from entering into transactions in currencies other than our functional currencies, we typically settle intercompany trading balances at least quarterly.
As of March 31, 2025, there have been no material changes to our market risk assessment previously disclosed in the 2024 Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth in Note 18 “Contingencies” to our Condensed Consolidated Financial Statements under Part I, Item 1 “Financial Statements,” is incorporated herein by reference. ITEM 1A. RISK FACTORS
As of March 31, 2025, there have been no material changes to our risk factors included in our 2024 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table contains detail related to the repurchase of our common stock based on the date of trade during the three month period ended March 31, 2025.
| | | | | | | | | | | | | | | | | | | | | | | |
2025 First Quarter Months | Total Number of Shares Purchased(1) | | Average Price Paid Per Share(2) | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(3) | | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3) |
| January 1, 2025 - January 31, 2025 | — | | | $ | — | | | — | | | $ | 993,033,246 | |
| February 1, 2025 - February 28, 2025 | 111,139 | | | $ | 90.40 | | | — | | | $ | 993,033,246 | |
| March 1, 2025 - March 31, 2025 | — | | | $ | — | | | — | | | $ | 993,033,246 | |
| Total | 111,139 | | | | | — | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
(1)Includes shares of common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of certain restricted stock units, comprised of 111,139 shares in the period from February 1, 2025 to February 28, 2025.
(2)The average price paid per share includes brokerage commissions.
(3)On August 24, 2021, our Board of Directors approved a share repurchase program, which authorized the repurchase of up to $750.0 million of the Company’s outstanding common stock, and on April 25, 2024, the Company announced that our Board of Directors approved an incremental $1.0 billion increase to the share repurchase authorization. These authorizations do not have any expiration date.
On May 1, 2025, the Company announced that its Board of Directors authorized a $1.0 billion increase to the Company’s share repurchase program. This increase is incremental to the $993.0 million remaining under the existing authorization. These authorizations do not have any expiration date. Under the repurchase program, Ingersoll Rand may from time to time repurchase shares of the Company’s common stock in the open market at prevailing market prices (including through Rule 10b5-1 plans), in privately negotiated transactions, a combination thereof, or through other transactions. The actual timing, number, manner, and value of any shares repurchased will depend on several factors, including the market price of the Company’s stock, general market and economic conditions, the Company’s liquidity requirements, applicable legal requirements, and other business considerations.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the quarter ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) , , or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
ITEM 6. EXHIBITS
The following is a list of all exhibits filed or furnished as part of this report.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosures other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual statement of affairs as of the date they were made or at any other time.
| | | | | | | | |
| Exhibit No. | | Description |
|
|
|
| | Restated Certificate of Incorporation of Ingersoll Rand Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2021). |
| | Third Amended and Restated Bylaws of Ingersoll Rand Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 3, 2023). |
|
|
|
|
|
|
|
| | Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
| | Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
| | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | | Inline XBRL Taxonomy Extension Scheme Document. |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | |
| Date: May 2, 2025 | INGERSOLL RAND INC. |
| |
| By: | /s/ Michael J. Scheske |
| Name: Michael J. Scheske |
| Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
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